I'm Alive
by HoneyBee HoneySuckle
Summary: AU. When Spencer Wright moved into the mansion of the deceased rockstar Billy Joe Cobra, he didn't expect to find the man still living there... or expecting him to still be alive!
1. Just Another Day

**A/N: ... Don't look at me like that, this show NEEDS more fanfiction!**

**(As does Randy Cunningham, but that's beside the point!)**

Spencer turned in bed, grimacing at the sunlight streaming through the window. He always told himself to close the blinds at night before going to bed; how was it that he always managed to forget to do it?

The logical solution would to be to get up and close the blinds, but you see, Spencer had a problem with that solution: the part where he had to get out of his nice, warm bed. So, instead of that, he simply pulled the comforter over his head and attempted to go back to sleep. His efforts proved to be in vain, however, when a blood-curdling shriek caused him to jump back and fall off the bed in surprise, taking the blanket with him.

Spencer groaned, then looked up at his bedside table and groaned even louder.

"Ugh. Note to self: change ringtone." He muttered as he picked up the phone, setting it to vibrate as he pressed answer. "Talk to me."

"_Morning, Spence. I'm guessing that I woke you up?"_

The director grinned despite himself. "Morning, Shanilla. You guess correctly."

"_Hmm." _Spencer heard papers shuffling on the other end, followed by the distinct clicking sound of Shanilla's signature killer heels. _"Well, I just called to tell you that my co-producer is having a bit of a meltdown. You know, since we were supposed to start filming an hour ago but our director is late?"_

Eyes wide, Spencer glanced over at the clock on his nightstand. "Shit!" Without missing a beat, he threw off the blanket and grabbed a random pair of pants, pulling them over his ghost print boxers.

"_Spencer, did you forget to set your alarm clock AGAIN?"_

"No! Well, okay, I did, but give me a break, I had a late night!" Spencer said defensively as he rolled on deodorant and rooted around for a shirt. Picking one up, he took a deep whiff and recoiled. "You don't suppose my mom would come over to do my laundry for me, d'you?"

He could practically hear Shanilla roll her eyes. "_You're twenty-two years old, Spence. You need to learn to do your own laundry."_

"Ugh. How... plebeian."

"_You aren't rich enough to say that."_

Spencer grunted distractedly, picking up another t-shirt that had a red ghost on it. "Oh, hey, I didn't know I still had this one!" He sniffed it experimentally. "Smells clean enough." He clicked a button on the phone and placed it on his dresser. "You're on speaker, Shay!"

"_I can tell. Do you _have_ to narrate every aspect of your life?"_

"Yes, actually. I will literally die if I don't talk to myself like a crazy person." He deadpanned as he pulled a red-flannel shirt over the t-shirt and started rooting around in his sock drawer.

"_Why were you up so late, anyway? Was it a booooooy?"_

Spencer snorted as he picked the phone back up and pressed the speaker button again, turning the speaker off. "Ha! I wish. The only boy I've gotten to know lately is _The Boy in the Woods." _He lamented, referring to the movie that he was supposed to be filming that very moment. "I don't know if you noticed, Shay, but there is a severe lack of dudes in this city who wanna fuck a director without even an indie film to his name, and the ones who do," His voice dropped an octave, "Are _very strange._"

"_I should never have let you watch that show."_

Spencer chuckled lowly, grabbing his keys off the counter. "Well, in any case, the only thing keeping me up at night is the script and a couple bottles of beer. No boys hanging around-"

Spencer stopped dead in his tracks. He had unconsciously looked over his shoulder, and there, standing in the middle of the living room, was a _guy_. An actual, living, flesh and blood human male.

One he could not remember ever meeting.

One that was staring at him with a wide-eyed stare and a toothbrush hanging out of his mouth.

"Shay, I'm gonna have to call you back."

"_WHAT?! Spencer Nicholas Wright, don't you dare hang up on-!"_

Spencer held the phone away from his face as he pressed the 'end' button. "Uh... hey?"

"Who da fmph are thu?" The strange man appeared to ask, though the fact that he was in the middle of brushing his teeth made it rather difficult to interpret what he had asked.

"What?"

The man made a face, then turned on his heel and headed into the nearest bathroom. Spencer could hear him spit, then heard the faucet run and gargling.

"I said," The man stated in an irritated voice, "Who the fuck are you? And for that matter, how did you get in my house?"

"I'm Spencer Wright, and-" Spencer paused, raising an eyebrow. "Wait, _your _house?! This is _my _house! I moved in here last week!"

The man glared at him. "Too fucking bad, I've been living here for ten years, and I have _no _intention of ever leaving." He pointed defiantly at the door. "So hit the road, Jack."

Spencer gave the man a doubtful look. "Really? Ten years? I hate to break it to you, pal, but the last guy who lived here died three years ago, and this place was built for-!" Spencer halted when his eyes drifted to the portrait of the late Billy Joe Cobra, the rockstar who had inhabited this mansion up until his untimely (and strange) death three years ago. Then he looked back at the man who stood before him.

The same eyes, the same face shape, the same nose; it couldn't be just a coincidence.

"Oh my god..." He whispered, looking as if he'd seen a ghost. Curious, the older man turned to see where he was looking; when he realized what it was, his face fell.

"Uh-oh..." Billy whipped his head back around, smiling nervously. "Heh, uh, so..."

Spencer screamed, nearly tripping as he attempted to escape. Unfortunately for him, Billy was much faster than him (a side effect of running from crazed fangirls) and sprang into action, leaping onto the couch and tackling the smaller man before he could run away.

"GET OFF OF ME!" Spencer demanded in a shrill voice, trying to wriggle out from underneath the evidently not dead rockstar.

"Would you- Stop moving, let me explain- UGH!" Without warning, Billy picked Spencer up, pulling him into his lap and patting his cheek lightly. "Shh..."

"... What in the FUCK are you doing?"

"It's a calming technique I learned on tour." Billy replied, his tone implying that he thought it was obvious.

"Why the hell would going 'shh' and touching my face repeatedly make me calmer?"

"Well, you aren't screaming anymore, are you?"

Spencer opened his mouth to deliver a sarcastic retort, but realized that he was right. "... Touché."

Billy grinned as he let Spencer off his lap. The younger man stood and turned, crossing his arms as he stared intently at Billy. "Alright, start talking."

The former rockstar gave him a quizzical look. "About what?"

"Oh, I don't, how about the fact that YOU'RE SUPPOSED TO BE DEAD?!"

Billy held his hands out defensively. "Whoa! Chill, broseph, I was just asking!"

Spencer gave him an impatient glare. The other man rubbed his neck, looking at the other with a discomfited grin on his face.

"Er... so... I kind of... faked-my-death-to-get-away-from-my-insane-manager! "

Spencer blinked in bewilderment. "Wait, what? What do you mean get away from-?"

Spencer's pants abruptly started to buzz, startling both of them. Flustered, Spencer took his phone out of his pocket.

_Dude I think u better high-tail it over here asap. Shay looks like she's about to murder someone, and I'm pretty sure it's gonna be me. -Rajeev_

The director groaned, slapping a hand to his forehead. "Shit, I forgot! I have to get to work!"

"Yeah," Billy said, standing up and using his hand to slick some of the dark hair that was hanging in front of his eyes back, "I tend to have that effect on people."

Spencer stared at him incredulously. "Are you ser- Ugh, whatever, I don't have time for this!" Spencer put his phone back in his pocket as he ran for the front door. "Just... don't go anywhere until I get back, okay?"

"No problemo, brometheus!" Billy said as he turned on his heel and strolled leisurely towards his bedroom.

* * *

Spencer _really _hated running.

Well, okay, he hated running in Beverly Heights. Running on its own wasn't so terrible; it was when you added in the midday heat and the perilous lunch hour traffic that made him hate running. Even the traffic might have been bearable if it weren't for the fact that most people in Beverly Heights drove as if they were being pursued by the police. It was times like these that he wished he had a car.

Or even enough money to buy a car with.

But alas, Spencer had neither of those things, and thus by the time he finally reached the studio he was out of breath, had a thin layer of sweat covering most of his body, had had "WATCH WHERE YOU'RE GOIN', MORON!" or some variation thereof yelled at him at least three times, and was rather frustrated in general.

And the worst part? Shanilla was more than likely furious with him, which basically meant that he was doomed. Shanilla was probably one of the nicest people he knew, if not _the _nicest, but if there was one thing that she despised above all else it was being ignored or brushed off. Spencer had a feeling that he would be getting a pretty good rant over this.

The director sighed, beginning to shuffle towards the part of the lot where his movie was being made, before halting and glancing towards the make-up tent.

_You know what? I think Shay can wait a few more minutes to yell at me, _he thought as he strolled towards the tent.

"... Alright, done! You're ready to scare the shit out of people!"

Spencer looked at the actor who had been transformed, whistling appreciatively. The actor playing the titular character in the movie looked like he had half of the skin on his face ripped off; his entire right cheek was painted to look like his teeth, gums, and facial muscles were exposed.

"Oh, and Tyler? If you mess up your makeup again..." The petite blonde makeup artist grabbed the actor by the front of his shirt, glowering at him menacingly. "I will personally make sure that the right side of your face looks like that _without _the makeup! Got it?"

The actor swallowed nervously and nodded. The glare morphed into a kind smile as the makeup artist released him. "Good. Now go get 'em, ya little weirdo!"

Spencer would later claim that he had never seen anyone run faster in his _life_.

"Dammit, Lolo! How is he supposed to scare people if he's about ready to piss his pants himself?" Spencer scolded.

"Not my problem." Lolo replied nonchalantly as she put away her tools.

"Wha- You're working on this movie too! How isn't it your problem?"

Lolo gave him a pitying smile as she placed a hand on Spencer's shoulder. "Oh, Spencer, you adorable little idiot. You see, I don't actually _care_ if the movie is a flop or not. I get paid either way, and my reputation won't suffer for it. Nobody cares about the makeup artist. You, however, are in deep shit if this one doesn't at least get a nomination for _something."_

"Gee, thanks for reminding me."

"Hey, I'm just trying to motivate you here!" She stated as she threw up her hands in surrender.

"Well, you suck at it."

Lolo stuck her tongue out at him, and Spencer grinned despite himself.

It was an odd thing, their friendship. If someone had told his eighteen-year-old self that in less than four years he'd count Lolo Calorie among his closest friends, he'd have laughed at that person, and yet here they were, laughing like children together. It seemed so long ago that they both were determined to make each other's life a living hell. Even after their high school days had ended and they'd gone their separate ways, Spencer had despised the girl.

And yet, on that stormy night when Lolo had showed up at his apartment in tears, he had let her in, no questions asked.

"_I think there's some soda in the fridge... and um, maybe some beer or something. I know it's probably not as fancy as you're used to, but..." Spencer trailed off awkwardly. He wondered what you were supposed to do when your former arch-nemesis showed up in the middle of the night sobbing. Was there some sort of protocol for that? Were you supposed to offer them a hot beverage? Fuck, did he even _have _any hot beverages? It was a little bit late for coffee. Maybe he still had some of that herbal shit Shay made him drink that one time he was freaking out over final exams? No, he threw all of that-_

"_S-Spencer?" He heard Lolo whisper behind him. He nearly jumped in surprise, partly because it had halted his train of thought, but also because she had seemed uncharacteristically quiescent when she said it._

"_Ah! Uh, I mean, yeah-?" Spencer started as he turned around to face the petite girl, only to be startled into silence when she threw her arms around him and began to sob softly into his shirt. He stared at her, flustered, before awkwardly wrapping his arms around her torso and patting her back softly._

"_Uh... there, there?" _

_Lolo didn't reply, but he could feel her fingers gripping the back of his shirt. _

_Spencer was, to put it simply, really fucking flabbergasted. Lolo _abhorred _his guts... didn't she? _

_Unless..._

_Oh._

_Oh no._

_The director gently pushed the girl away. "L-Lolo, look, I'm... really, I'm flattered, but... I'm not into girls, remember?"_

"_Well I am."_

_Spencer blinked. Then his jaw dropped open. "W... What?"_

_The dam burst. Lolo told him everything; she told him about how she had known the truth since she was five, about how she'd thrown herself into relationships with guys she didn't even like just to try and deny from who she was, about how she had begun a secret relationship with another girl less than a day after starting college, about how her mother had screamed when she caught them together, about how her father had had such a look of unbridled _disgust _on his face as he told her to pack her things and never come back._

"_... A-and after all that, my girlfriend dumped me." Lolo whimpered as she wiped a tear from her eye. "I-I mean, Molly and I had been growing a-apart for months, but... I can't believe she would just T-THROW ME AWAY!" She yelled the last part, then began weeping uncontrollably again. This time, Spencer didn't hesitate to wrap his arms around her._

"_Hey... It's gonna be okay."_

_Lolo sniffed. "R-Really?"_

"_Yeah. Trust me, it'll get better."_

"_... B-But what if it's hard?"_

"_Hey now, I never said it was going to be easy. I just said that it'd be worth it."_

_Lolo smiled at him through her tears and rested her head on his shoulder._

To this day, he still can't quite believe that his arch-enemy became one of his best friends over the length of a sleepless night filled with revoltingly gory horror movies and one romantic comedy that was equally sickening in how saccharine it was.

"Oh, by the way, Shay was looking for you earlier. She seemed kinda pissed. You should probably get over there before she gets any angrier."

Spencer groaned as he was reminded of why he came in here. "Can't I just hide in here for the rest of the day?"

"That depends. Do you wanna look like Angelina Jolie?"

"Not really."

"Then get your butt over to the set."

* * *

Spencer couldn't concentrate.

He knew that he really should be paying attention to the movie, he did, but for some reason, he kept thinking about what had happened that morning.

About how a certain dead rockstar wasn't actually dead at all, and in fact seemed to be pretty fucking alive.

"SPENCER! NICHOLAS! WRIGHT!" Someone bellowed in his ear, causing him to scream and topple over in his chair.

Rajeev whistled appreciatively. "Geez, you really are out of it today, aren't you?"

"OBJECTION! Anybody would've been startled by someone yelling in their ear!" Spencer protested as he got back up.

His phone buzzed, signaling that he had received a new text.

_I'm still mad at you, but are you feeling alright? - Shanilla_

Spencer looked up and nearly toppled over again when he saw Shanilla, who seemed to materialize out of thin air. "Jesus H. Christ! Are you _trying _to give me a heart attack?!"

"Do want me to answer that truthfully, or-?"

"You know what, never mind."

Shanilla still looked a little miffed, but her eyes were full of concern. "Spence, is something wrong? You've been acting like a space cadet all day."

"I have _not _been acting like a space cadet!"

Shanilla gave him a withering glance, one eyebrow raised. "You wanted to use a take where our lead accidentally walked into the door frame. Either you've got something on your mind or you've been possessed by the spirit of Ed Wood."

Spencer shrunk back in his chair. "Er... well..."

"Dude, you know that you can tell us anything, right?" Rajeev asked, his voice full of concern for his best friend.

Spencer swallowed nervously, then suddenly grinned as an idea came to him. "I could tell you... or," he said as he stood and grabbed Shanilla and Rajeev by their arms. "I could show you why I've admittedly been kind of out of it!"

"What the- Spencer! What about the movie?!"

* * *

Despite both Rajeev and Shanilla attempting to get him to let go, Spencer somehow managed to drag them both over three miles back to his house, although not without getting smacked a few times.

"Spencer, please! Just tell us what's going on-!"

"Dude, let go of my-!"

"Would you both just be-!"

All three protests died the moment they entered the living room. There, right in the middle of the floor, was a giant pillow-and-blanket fort.

One that definitely had not been there that morning.

Spencer released their hands, sighing as he walked toward the tent and stuck his head in. Billy didn't seem to notice his presence, though that could've been because of the headphones that were plugged into the laptop. Rolling his eyes, Spencer reached over and turned the laptop off.

"Hey, I was using that!" The former rockstar protested as he took off his headphones.

"What are you doing?"

Billy glared at him. "Well, I _was _watching Doctor Who, but then this one jerk-off decided to turn it off just when the Doctor was about to-"

"I don't care what Doctor whatshisface was about to do- Hey, wait a second, is that _my _laptop?" Spencer demanded as he pulled the laptop away from Billy.

"Yep."

"Wha- This thing is password protected! How did you even-?!"

"I found this little book that said 'passwords' on it. Might wanna hide that better; it has your social security number in it, wouldn't want that to fall into the wrong hands."

Spencer gave him a look that was caught between fury and astonishment. "Wha- You took my password boo- YOU ASS!"

Billy blew a raspberry at him in response. "Hey, you're the one who did a shit job of hiding it, dicksmack."

"Spencer? Mind telling us who you're talking to?"

Billy went from lively to deathly pale in seconds flat. "Y... You brought someone _here_?!"

"Yeah, wh- HEY!" Without warning, the older man lunged at Spencer, who just barely avoided having a pair of callused hands around his throat, kicking at him in response.

"You little shit!" Billy bellowed as he grabbed Spencer shoulder, winding his arm to punch the other and instead punching the air as the other flipped them over and off the couch.

"Cut it out, fuckface-!"

"Hold still you cu-!"

"Spencer?!"

The pair looked up, seeing the shocked look on Shanilla and Rajeev's faces, then looked back down at each other, glaring menacingly.

"I hate you so much."

"Feeling's mutual, pal."

**A/N: LOATHING, THERE'S A STRANGE EX-HI-LA-RA-TION, IN SUCH TO-TAL DE-TES-TA-TION, IT'S SO PURE SO STROOOOONG~!**

**... What? I like theatre music, okay?**

**Ahem. So, since you've made it all the way down here, I'm going to assume you plan to continue reading. So...**

**Caution! This fic will contain copious amounts of swearing, dumb jokes, theatre music, and eventually smut. Slashy smut. Man-on-man smut. The rating will go up when the smut comes.**

**Don't say I didn't warn ya.**

**Remember to review!**


	2. Blackbird

**A/N: Oh my god I love you guys. Seriously, I don't think I've ever smiled so much after reading reviews. And that's actually pretty good since I got some rather homophobic anon reviews on the Weinerham thing I wrote.**

Shanilla sighed. "Okay, _one _more time, from the top. Spencer, _please _try not to attempt to murder Billy."

The director pouted. "_He_ started it!"

"Wh- I did _not!"_

"Did too!"

"Did not!"

"Did too, assbutt!"

"Oh that's it!" Billy yelled as he tackled Spencer yet again.

"Hey!" Shanilla pinched the bridge of her nose in frustration. She looked over at where her brother was sitting and playing a game on his phone and glared at him.

"Rajeev!"

He looked up. "What?"

She gestured wildly at the pair of boys wrestling on the couch.

"What do you want _me _to do about it?"

"I don't know! They won't listen to me! Just... yell at them or something!"

Rajeev rolled his eyes. "Oh for the love of... HEY!"

Billy and Spencer moved apart, looking over at the other man.

"Knock it off."

The pair stared at him for a moment, then glared at each other as they moved to opposite ends of the couch.

"Thank you."

Shanilla sighed again, then perked up when she heard the doorbell ring.

"Oh, good, she's here..." Shanilla trailed off as she went to the door.

"'She'?"

"Wait, you brought _more _people here?" Billy growled lowly, looking like he was about to pounce again.

Spencer held his hands out in front of him defensively. "Hey, I didn't tell anyone else to come here! Shanilla did!"

Billy punched his shoulder. "HEY! I said that it was Shanilla's idea!"

"Oh, I know. I just don't like you."

The director glared at him. "Well fuck you too, pal!"

"Kids, play nice." Rajeev scolded distractedly, not once looking up from the screaming birds on the screen.

"Shut up, Rajeev."

They might've started arguing if someone hadn't started shouting in the hall entrance.

"Shanilla! Stop- Let go of my arm, woman!"

Shanilla pulled the petite woman into the room, only letting go when they were both inside. She pointed at the former rockstar on the couch.

Lolo blinked in confusion as she rubbed her forearm. "Oh, wow."

Billy sighed, getting off the couch. "Okay, miss, please just remain calm. I know that the urge to freak out is probably-"

"I'm not freaking out."

Billy forced a grin. "Oh, you don't have to play the cool card, babe, the Cobra's got plenty-"

"That's nice. But I'm not freaking out."

Billy blinked. "... I'm sorry, you must not know who I am. I'm-"

"Billy Joe Cobra, rockstar extraordinaire. I know who you are, hon. I just don't care."

Billy looked at her incredulously. "Wait, seriously?"

"Yep. I'm not really into the whole 'self-obsessed pretty-boy' type."

"... You are the strangest girl I've ever met."

"Well you're no paragon of normalcy yourself, buddy."

Billy started grinning, running a hand through his hair seductively. "So... I've got a feeling that we should probably make out. Is this a good feeling or an incorrect feeling?"

Lolo tapped her chin, pretending to actually consider the idea. "Hmm... well, ya know, sometimes I get a feeling that I should do crystal meth. But then I think 'Mmm... better not.'"

Billy's jaw dropped in shock, and Spencer started chortling uncontrollably. "Lolo, have I ever told you that you're my favorite?"

Lolo grinned and flipped her hair dramatically. Shanilla rolled her eyes. "I swear, sometimes I feel like I'm dealing with five-year-olds. Billy, sit down, Spencer, stop laughing, Lolo... stop being so fucking sassy."

"Absolutely not." Lolo replied.

"I didn't think that would work anyway." Shanilla rubbed her hands together in anticipation. "Okay, so this is how it's gonna work. Billy is going to tell us his story, and if either of them tries to incite a brawl, Lolo will discipline them."

"'Discipline'?" Both of the men of the couch asked nervously.

"She gets to slap you upside the head."

"WHAT?!"

Lolo grinned again. "Finally, a good reason to smack a celebrity!" She said gleefully as she moved behind the couch.

Spencer swallowed nervously. "Sh-Shanilla, I'm not sure I'm comfortable with this..."

"Well, too bad. We wouldn't have to do it this way if you'd just let Billy talk. So shut up and listen."

Spencer groaned, but didn't protest, instead shrinking back into the couch cushions and pouting.

Billy sighed, settling on the couch. "Okay, so... I guess it started about four years ago... My manager was kinda obsessed with me, okay, like, real stalker-y type shit. I couldn't do anything without her texting me three million times, and you can forget about having any meaningful relationships. When I confronted her about it, she..." He swallowed, his eyes becoming distant briefly before he shook his head. "She threatened me. Or rather, she threatened my family." He paused again. "My older sister, she... She's a politician." He smiled proudly. "She's a senator now, actually. Anyway, when she was younger... Let's just say she made some bad choices. My manager found out about that, and threatened to leak it to her political rivals."

"Rivals?"

"Rachel- That's her name, by the way- is a Democrat. And a feminist. And a gay rights supporter. And an Obamacare supporter. She's pretty liberal." Billy chuckled darkly. "So you can imagine that there are a few people who don't like her. Fox News, for example. Or Rush Limbaugh. Anyway, my manager told me that unless I wanted my sister's career to end horribly, I had to do whatever she wanted. And for a year, I did just that."

"Wait a second," Shanilla interrupted, pulling her tablet out of her bag and tapping it a few times. "I was reading about something like that yesterday..." She turned the tablet so that Billy could see. "Is this your former manager?"

Billy squinted. The tablet was displaying a mug shot of an angry-looking woman with dark violet hair and a gap in her teeth. Next to her, a headline screamed 'MANAGER CONVICTED OF MURDER'.

"Yeah, that's her. Annie Xavier, aka Madame X. The camera does _not _love her, does it?"

"This is no time for jokes! She's been charged with your _murder, _Billy."

"Good."

Spencer blinked in shock. "Wait, _what?! _Billy, she's going to be _executed _for a crime she's innocent of!"

"Trust me, Annie might be innocent of murder, but she's far from guilt free."

"So she deserves to _die?!"_

"She made my life a living _hell!" _Billy stood, his face marred by unbridled fury."Did you ever wake up and wish you hadn't? Did you read obituaries and feel jealous of the dead? It was like living on a cliff, never knowing when you'll fall! Do you know what it's like to die inside everyday?!"

"I-!"

"NO! No, you don't know! I felt like I was screaming, but no one could hear, or they just didn't give a shit! It just kept on coming, day after day after every _fucking _day! You don't know what it's like to live that way!" Billy grit his teeth, all too aware of the hot, angry tears spilling from his eyes. "I couldn't take it! I couldn't take her torture, but I couldn't leave or else..." He swallowed. "I couldn't do that to Rachel." He took a deep breath, wiping his eyes. "So I took a third option. I had a friend, a medical examiner... He helped me fake my death. I made sure there was enough evidence to give her motive, opportunity, got her prints on the weapon... Everything they needed to get her convicted."

Spencer glared at him, part of him incredulous, part of him absolutely disgusted. "So you _lied. _You sent an innocent woman to her death because she was blackmailing you. Do you realize how bad that is?!"

"I did what had to! I-!" A shrill beeping pierced the air. Billy pulled his phone out of his pocket. He groaned when he saw whatever it was. "Shit. I'm gonna be late." Putting his phone back in his pocket, the former rock star turned on his heel, strolling towards the door at a rapid pace.

"And just where do you think you're going?"

"Out."

"Wha- Get back here! This conversation isn't-!"

"Fuck you." He muttered as he slammed the door behind him, effectively ending the argument.

Spencer sat back down on the couch in a huff, Shanilla plopping down next to him. After a few seconds of tense silence, Rajeev whistled appreciatively.

"Boy, that escalated quickly."

"Rajeev, no."

Spencer groaned. "I have to find a new place to live. I can't live with a murderer."

"Technically, he didn't kill anybody. He just set it up so that someone would be killed."

Spencer glared at Rajeev, who simply held up his hands defensively. "Hey, I'm just saying!"

The director rolled his eyes, cradling his head in his hands. Shanilla patted his back in an attempt to comfort him.

"Hey, maybe you shouldn't be so hasty. Maybe he's nice outside of being indirectly responsible for someone's death!"

Spencer gave her a look, and Shanilla rolled her eyes as she removed her hand from his back. "Fine, don't listen to me. Move back in with Rajeev."

"NO." Both men screeched at the same time.

"Well, where _else _are you gonna live? It's not like you have any money to spend on a new place, and your parents are traveling in Europe while Jess films that new Marvel movie."

Spencer looked over at Rajeev, who shook his head rapidly.

"You know, maybe living with a killer won't be so bad."

_One week later..._

"I hate everything..." The director moaned as he laid his head on the lunch table.

"Uh, I wouldn't do that. I caught our male and female leads _canoodling_ on it three hours ago, and I'm fairly sure it hasn't been cleaned since then." Lolo warned as she sat down next to Rajeev.

Spencer recoiled, nearly falling out his chair. "Ew! Ugh, well ain't that just the icing on the shit cake my life has been this week..."

"Is 'shit cake' a thing?" Rajeev asked as he unwrapped his burger.

"No, dingbat." Lolo replied. She let out an agitated whine a second later. "Great, now I want cake..."

"Gross."

"WOULD YOU MORONS SHUT UP?!" Spencer bellowed suddenly, making the pair jump.

"Jesus fucking yellow penguins, Spence! What's gotten into you?!"

The director groaned, holding his head in his hands. "Sorry, it's just... It's Billy."

Lolo blinked. "Wait. _Billy's _gotten into you?" She grinned as she turned to Rajeev and held out her hand. "Pay up, dicksmack! I win the bet!"

Rajeev groaned and rolled his eyes as he fished out a twenty and slapped it down on Lolo's palm.

"Wha- NO! Not like _that, _you pervs!" Spencer yelled, flustered.

The petite blonde let out another annoyed whine as she begrudgingly returned the bill to a smug Rajeev.

"Why the hell would you even- Why would I ever sleep with thatasshole?!"

"Spence, let your Auntie Lolo let ya in on a little secret: Hate-sex is _awesome._ I speak from personal experience."

Spencer groaned. "Great. _Thanks. _I'm so _glad _I know that."

"Seriously, Spencer! When was the last time you got laid, anyway?"

The director spluttered, his cheeks burning. "I-I don't see h-how that's r-relative! Rajeev, help me out!"

Rajeev seemed to snap out of a trance. "What? Sorry, I got stuck when she said hate-sex."

Lolo punched his shoulder. "Pervert!"

"Hey, I _said _I was sorry!"

"What are you idiots arguing about now?" Shanilla asked as she sat down next to Spencer, a hint of resignation in her voice.

"We weren't arguing! We were just talking about how Billy's gotten into Spencer."

Shanilla's eyes widened in surprise. "Seriously? Well _that _was quick. I thought it'd be at least a month before they-!"

"NOT LIKE THAT!" Spencer shouted. "Goddammit, guys, I am _not _sleeping with that boorish, brainless, narcissistic son of a bitch!"

"Okay, okay! Billy's not keeping you up all night, we get it! Sheesh..."

"I didn't say he wasn't keeping me up all night."

The other three stared at the director. "... Dude, _gross."_

Spencer flushed even more. "Fucking _hell, _would you people get your minds out of the gutter?! I'm talking about Billy's tendency to play music at ear-splitting levels all through the night!"

A collective 'ohhh' resonated around the table. "Wait, I thought you had noise canceling headphones?

"They broke during the move. I was up all night listening to that fucker croon along to Billy Joel."

"I thought you liked Billy Joel."

"I do. Just not at three in the _fucking _morning." A bell rang, signaling the end of lunch. Spencer sighed, tossing his half-eaten sandwich into the trash. "Maybe I'll get lucky and he'll have choked on peanut butter by the time I get back."

* * *

The house was quiet. _Too _quiet.

Spencer glanced around the hall furtively, trying to keep his keys from jingling too much as he put them back into his bag (not a purse. _Bag). _

"Billy?" He called out tentatively, closing his eyes and bracing himself for impact. After a few silent seconds, he cracked one eye open, finding that the hall was empty save for him and a few portraits of Billy. His lips morphed into a bemused frown, dropping his bag on the floor as he went into the living room.

Empty again. As was the game room, the garage, the kitchen, and the pool. The elevator dinged as he reached the final room he would search before he assumed that Billy was dead: Billy's bedroom.

The first thing he noticed about the room was that it was freaking _huge. _Seriously, he could've fit his entire first apartment in here and still have room to spare! Though honestly, that wasn't saying much.

The second thing he noticed was that it was much more tasteful than he would've thought. The room was bathed in pale blues and greens; an elegant circular set of steps lead up to a sea-green king-sized bed that was on the opposite end of the room from a tv twice the size of the screen at some of the places Spencer's previous projects had played in.

Spencer nodded appreciatively, then whipped his head to the side when he heard a tiny sniffle. Billy was curled up in the reading nook by the window, looking out.

"_There _you are!" Spencer sighed as he walked towards him. "Geez, I've been looking everywhere for y-!"

Billy looked up at him, and whatever rant Spencer was about to go on died in his throat. The former rock star's pale skin was blotchy, his cheeks flushed a bright red. His eyes were red at the rims, bloodshot and filled with tears. The pain in those brown with flecks of gold and green (hazel, Spencer remembered) eyes took the other man's breath away.

"Whoa, dude, what's wrong? Did one of your TV shows get canceled?"

Billy looked down, shaking his head.

"Did you watch Doomsday again?"

Another shake.

"The Reichenbach Fall?"

Yet another shake.

"Well, what is it, then?"

"... My mother died." He whispered in a tiny voice.

"... O-Oh. Oh my god, what happened?"

"She... She passed away last night. She'd been sick for a long time. UC."

"I... I have no idea what that is."

"Ulcerative colitis," Billy clarified. "It's a type of inflammatory bowel disease. She'd had it since I was twelve... I-I had hoped she'd get better, I... Oh god," he wiped at his eyes. "I never said goodbye. I can't _ever_ say goodbye."

Unsure of what to do, Spencer ran his hand up and down Billy's arm in what he hoped was a comforting gesture. "Dude, I'm so sorry..."

Without warning, Billy threw his arms around Spencer, sobs racking his body as he wept into the director's shirt. If it were anyone else, hell, if it was Billy in any other situation, he might've pushed them away, but instead he wrapped his arms around the other man awkwardly.

"Uh... There, there?"

Billy didn't reply; he simply kept bawling. Spencer felt the front of his shirt getting damp, but he didn't have the heart to move.

They stayed like that for what felt like hours, until Billy's sobs diminished and Spencer's arms were sore. The older man sat up slowly, taking a few shallow breaths as he ran a hand through his hair. Spencer held on to his shoulder.

"You okay?"

Billy took a deep, shuddering breath, wiping one last stray tear from his eye. "Not really. But eventually? Yeah."

Spencer smiled sympathetically, then thought of something. "Hey, what was your mom's name?"

"Uh, Wendy. Wendy Cohen." He chuckled sadly. "You know, I named my pet crocodile after her. She wasn't impressed."

Spencer nodded, running over to the desktop computer that emitted a pale blue light, pulling up a new page and entering the name. He clicked on the first page that came up: an obituary. "It says that her funeral is on Friday. Do you want me to print the address?"

"Whoa, brosinki, don't get too hasty. I can't go."

"Billy! This is your mother's funeral we're talking about! You need closure!"

"Yeah, me and the rest of my family! Don't you think they might find it a bit _strange _that the guy they buried three years ago shows up at his mom's funeral? No sale, Don Quibrote."

Spencer groaned, slapping a hand to his forehead. "Okay, fine. You don't have to go to the service. _But! _You have to go visit her on Saturday."

"Fine, but if anybody in my family shows up then the deal's off."

* * *

It was colder than it was the day before, which Spencer thought was rather fitting.

Billy stared at the stone, saying nothing. He shifted, the guitar rattling in its case that Billy was carrying. Spencer hadn't questioned it, thinking that it might've had some sentimental value.

"Hi, Mama." Billy finally said, his voice sounding strained.

Spencer turned on his heel and walked over to a nearby tree, sensing that Billy wanted to be alone.

The director waited patiently, willing to wait as long as Billy needed. Part of him wondered why he was doing this, why he even cared; he didn't really even _like _Billy all that much.

_I guess... It's just what I would want someone to do if it were me._

From behind him, he could hear a guitar being strung rhythmically.

"Blackbird singin' in the dead of night, take these broken wings and learn to fly..."

Spencer turned around. Billy was sitting on the ground now, strumming the guitar.

"Blackbird singin' in the dead of night, take these sunken eyes and learn to see... All your life... You were only waiting for this moment to be free... Blackbird, fly..."

Spencer sat down next to him, saying nothing.

"Blackbird, fly, into the light of the dark black night..."

The director marveled internally as Billy continued to sing. He'd heard snippets of Billy's songs before, but the bouncy voice that had sung about big yachts and money was nothing like the sad, soulful voice he heard now.

"... Blackbird singin' in the dead of night, take these broken wings and learn to fly... All your life... You were only waiting for this moment to arise. You were only waiting for this moment to arise. You were only waiting for this moment to arise..."

Billy played the last few notes, then put his guitar down. For a few moments, the only sound in the cemetery was that of the cool wind whistling through the trees.

"She used to sing that to me and Rachel," Billy said suddenly, briefly alarming Spencer. "You know, back when we were little."

"Like, as a lullaby?"

"Yeah. Y'know, she raised us all by herself." He swallowed hard. "Back when I was five, Dad went out to get some milk... It was raining really hard, and," A deep breath. "Rachel, she... She begged him not to go, said that she had a bad feeling, but Dad said..." He smiled ruefully. "'Don't you worry, Rachel. Daddy's Superman, remember?'"

"'Superman'?"

"I used to call him that. You caught me, I've been a nerd all my life." His smile faded. "Anyway... He... It was his turn to go, but the other guy didn't see the stop sign... He didn't see Dad until it was too late, and they both went, and..." Another hard swallow. "No more Dad." He huddled his legs close to him. "So much for Superman."

Neither of them said anything for a minute. "I'm sorry."

Billy wiped at his eyes. "It's funny. Most people get to have their parents until they're old. I'm barely thirty-two, and I don't have either of 'em anymore." He leaned back, looking up at the cloudy gray sky. "But I guess that's just how it was meant to work out, y'know? It's fate or some crap like that."

"That's pretty shitty of fate if you ask me."

Billy laughed quietly. "Yeah, well, ya gotta play with the cards you're dealt, right?" He laid down on the grass, spreading his arms and legs out. "Sometimes life sucks, and there's nothing you can do about it, Leonardo DiCapribro."

Spencer smiled a bit. He hoped that the return of the bro puns meant that Billy was feeling at least a little better.

Billy suddenly sat up, stretched, and stood up. "Welp, I think that's quite enough of that. Let's get outta here."

"Wha- Seriously? We just got here!"

"Mama always said that you shouldn't dwell on the past." Billy answered as he shut the guitar case with a click. "You have to let it go and keep moving forward."

As if on cue, the older man picked up his case and slung it over his back, beginning to walk down the path.

"Wha-Hey! Billy! Wait up!"

**A/N: I'm a little **_**meh **_**about this one, what do you guys think?**

**Also, I can't be the only one who wonders about Billy's immediate family, right? I mean, what's going on there?**

**Remember to Review~!**


	3. You Know I Gotta Hear I Love You

**A/N: Hey. You see that?**

**You see how the rating changed?**

_**You know what that means! **_

***suggestive eyebrow wiggle***

Spencer whistled, shifting the laundry basket in his arms. It had been a week since Billy's mother passed, and he was glad to see that Billy was starting to get over it. He was as cheerful and obnoxious as ever, playing music far too loudly, singing at the top of his lungs, and generally being so damn active that Spencer would get tired just watching him. It seemed like Billy was well on his way to being normal.

Well, okay, as close to normal as Billy could ever be.

As he entered Billy's room to drop off his laundry (it had become very clear that Billy would _not _be doing his own laundry now that Spencer was living with him), Spencer could hear snippets of Billy's voice over the sound of the shower when he passed by his bathroom.

"I do Tokyo... It's all 'kimi wo aishiteru'..."

Spencer paused, looking over at the door.

"That's right, they love me."

The director put the basket on the ground and pressed his ear to the door.

"And when home is near, ya know I gotta hear, 'I love you'."

Spencer suddenly felt his face grow hot. He'd heard Billy sing before, sure, but... somehow, this felt different.

"It means you love me. Cause when you look into this boy's eyes, it drives you all insane..."

Eyes... yes, Billy had absolutely _gorgeous _eyes, eyes that were sometimes a warm chocolate brown, sometimes a grassy green, and then sometimes they were this golden color that was somewhere in the middle, eyes that were full of mischief and pride, but full of pain at the same time. He could probably stare into those beautiful eyes for hours and never get bored.

"Because you love me..."

His heart was beating so fast that Spencer feared it might burst out of his chest; he felt like the room was spinning like an out of control top, yet he knew it was standing perfectly still. His head felt like it was floating.

"You know I gotta hear..."

Spencer backed away from the door, placing his shaking hand on his forehead. How was it possible?

"'I love you...'"

He couldn't be... there was no way...

He couldn't be falling in love, could he?

He heard the shower shut off, and he snapped out of his daze, quickly turning around and picking up the basket and hurrying up the steps. He barely got to the bed before he heard the bathroom door open.

"Oh, hey, Bro DiMaggio. What's up?"

"O-Oh, um, not much, just doing laundry-!" Spencer turned around to look at the other man and immediately regretted it.

Billy... Billy had _abs. _Really well defined abs. And arms. And he was soaking wet. _And_ he was only wearing a bath towel. A very _small _bath towel.

Spencer was fairly sure he could hear his brain shutting down. Speech? Ha, no, no higher brain function for him! No, the only thing the director could do at the moment was go "Uh..." and stare at Billy like a fucking moron.

Billy frowned, walking up the steps to where Spencer stood gaping like a codfish. "Uh... You okay, Bilbro Baggins?" He asked cautiously as he waved a hand in front of the other man's face.

Spencer started, blinking rapidly. "Um, y-yeah, fine, p-perfectly fine! Oops I just remembered that I have to go do a thing bye Billy!"

Billy simply stared as Spencer ran out of the room and into the elevator, waving nervously as the doors closed. "Ooohhkay. That was weird." He shrugged, pulling some clothes out of the basket.

Meanwhile, Spencer groaned as he slowly slid down the elevator wall. This was horrible.

Just a couple of weeks ago, he'd wanted to brutally murder Billy.

Now? Now he wanted Billy in his bed.

* * *

Shanilla was concerned about Spencer.

This was nothing new, of course. Spencer was number four on the list of things she usually worried about (right above her brother and just below the state of the national economy), and with good reason. Enough terrible shit had gone down during their high school years for Shanilla to hire a professional bodyguard for the guy and not be overreacting, especially considering what had caused Spencer's lengthy stay at the hospital during their senior year...

But that was neither here nor there. The point was, Spencer was acting odd yet again, and it had her worried yet again.

"Spencer? Spence...? Earth to Spencer!"

The director jumped in his seat, turning to face Shanilla with wide eyes. "Ah! Goddammit, Shay! What the fuck was that about?!"

"You've been spacing again. Are you okay?"

Spencer flushed suddenly. "U-Uh, yeah, I-I'm fine..."

"You sure?" A thought occurred to her. "Did Billy do something?"

The blush on his face brightened. "N-No! No, he's fine, perfectly fine!" His eyes seemed to glaze over. "_Really _fine..."

"Spencer?"

He started again, shaking his head. "U-Uh... y-you know what? I just remembered! I told Tyler I'd talk with him about his lines!" He stood, walking away briskly.

Shanilla blinked, then placed a hand on her chin as she thought. Her eyes widened as she realized the reason for Spencer's strange behavior.

"Oh sweet Brahma he's in love with Billy."

* * *

Billy opened the door of the dressing room and shut it behind him firmly, undoing the top buttons on his shirt.

"Lookin' into your eyes I know I'm right," he sang softly to himself, moving his hips slightly. "If there's anything worth the fear, it's worth the fight!"

Billy spun on the ball of his foot as he threw the shirt onto the dressing room table. "No one can tie my hands, or make me change my plans! I'm crossing the line, jumping the track, taking what's mine and not looking back!"

"Baruch Joshua Cohen." A voice interrupted.

"Heaoooly SHIT!" He stumbled backwards as he came face to face with the well-dressed Indian woman. "Oh, hey, I know you! You're Spencer's friend, uh..." He gesticulated wildly, trying to think of it. "I wanna say... Sandra?"

"Shanilla, actually. I think that you and I should have a little chat."

Billy smiled tentatively, sitting down on the chair he kept in there. "Okay, shoot, little sister."

"I'll start by informing you of something. On a professional level, I'm Spencer's partner and main producer." The icy look she sent Billy made him shiver; suddenly, he felt like he'd walked straight into a trap. "However, I'm also his best friend. As such, I'm prepared to do anything Spencer needs me to." She picked up the pencil on the dresser, twirling it idly. "Including occasionally taking out the _trash."_

Billy cringed as she snapped the pencil in half with ease. Screw Annie, this woman scared him more just by breaking a measly pencil than she ever did by holding a razor sharp knife barely inches from his throat! "I-I..." He stuttered, swallowing hard, then sitting straight up as he realized something. "How did you know my real name?"

"You have a _very _dedicated fanbase, Mr. Cohen. I don't think I've ever read a more detailed IMDb page." She took a few leisurely steps towards him, making him shrink back in his chair. "I know a few more interesting tidbits as well. Like how you've managed to evade the IRS, or how you've been able to bribe the bank to provide power to your house by having them say they own the property..." She smirked. "Shall I go on?"

The former rock star was shaking in pure terror at this point. "H-How... How did you-?!"

"You're not the only one with a politician for a family member. I know all about your little game, Cohen. It's actually pretty brilliant."

He smiled weakly at the compliment. "Hey, thanks-!"

"Wouldn't it be a _shame _if somebody important found out about it? Say," She looked over at him, the malice in her eyes making his stomach drop and his knees quake. "Oh, I don't know, _your sister, _perhaps?"

The smile ran away from his face. "Y... You wouldn't..."

"Oh, honey. Honey, _sweetie." _Shanilla gave him a smile filled with a false reassurance, then grabbed a couple of ties off the table, tying his arms to the chair's arms in seconds flat. "Of _course _I would."

She tilted the chair forward, making Billy yell. "But you know what? I think that sending you to jail might be just a _teeny tiny _bit detrimental to maintaining my friendship with Spencer, even if you _do _deserve it."

Billy was still terrified, but he gave her a confused look. "What? What does _Spencer _have do with it?"

"Oh, don't play dumb, Cobra. The man's head over heels in love with you!"

Billy blinked, his jaw dropping in shock. "Wh- WHAT?! Spencer is- you gotta be _kidding _me! The guy hates my guts!"

Shanilla scoffed. "Cut the crap, Cobra. He looked he was about to burst into song like a Disney Princess! So you listen here, jackass-!"

"Hey, Barry! The director says- O-Oh, hello."

Billy had never thought he'd see the day that he was happy to see Bobby, but right now, he felt as though he could kiss the dork. "H-Hey, Wolfgang Amadeus Brozart!"

Bobby stared at them from the doorway, shifting awkwardly. "Uh... Am I interrupting something?"

Shanilla sighed, getting off of Billy and straightening out her skirt. "No, no you're not." She pulled her phone out of her purse, typing something in. Seconds later, Billy's own phone buzzed, signalling that he had a new message. "Meet me at that address for lunch."

"How did you even-?!"

"Like I said, I've got my ways." She glancedd over her shoulder, giving Billy a tight lipped smile. "Don't be late."

With that, the producer strolled out, her high heels making sharp clicking sounds as she walked down the hall and out of the door.

"So, uh," Bobby started gracelessly after a short silence. "Is she your-?"

"Bobby?"

"Yes?"

"I never thought I'd say this to you, but... shut up and untie me."

* * *

Billy felt like he was on trial, which in all honesty wasn't too far from the truth. Shanilla had missed her calling; she could've been the most badass lawyer that California ever had if she'd wanted to.

"So..."

"Spencer?"

Billy sighed. "Look, I really don't have any idea what you're talking about! I mean, he _was _acting a little bit strangely this morning, but that doesn't automatically mean he loves me!"

Shanilla's eyebrow rose quizzically. "Strange _how?"_

"Oh, you know, staring at me, stuttering, spacing out, making excuses not to talk to me, come to think of it, he was pretty red in the face, too..."

Shanilla groaned, pinching the bridge of her nose in frustration. "Billy, that's how Spencer acts when he's talking to someone he's attracted to!"

Billy blinked, then blushed slightly. "O-Oh. But that doesn't make any sense! I mean, why _me _of all people?!"

"You're his type. Confident, tall, handsome, _male..."_

"You sound like you speak from experience."

She gave him a melancholy smile and sighed heavily. "When we were in high school, I had a pretty big crush on him. One day during our sophomore year, I asked him to come over and watch a horror movie marathon at my house."

"And he said no?"

"Actually, he said yes. I'm pretty sure he didn't realize that it was a _date_ date. Anyway, I tried to kiss him. He freaked out and locked himself in the bathroom for half an hour. We had a _long _talk after that." She sighed again. "I was the first person he ever came out to. He came out to everyone else a year later." Shanilla looked up at him. "Look, I'm not gonna bore you with all the tragic details, but... Spencer's never had the best luck in love. What happened our senior year is proof of that."

"Wait, what happened your senior year?"

"That's a tale for another time. The point is, I don't want him to get hurt. Not again."

Billy moaned, leaning back in his chair and covering his face with his hands. "I _told _you, he's not in love with me! There's no way that he could go from completely hating my guts to being madly in love with me in such a short amount of time!" He paused, his hands sliding down his face as a realization dawned on him. "Unless..."

"Unless... What?"

He looked over at her, giving her the most panicked expression she'd ever seen on a person. "I gotta go!" He yelled quickly, his chair falling to the ground as he basically leapt out of it and started running frantically.

"Wh- HEY! What about lunch?!"

"I'll pay you back!"

* * *

Spencer nearly jumped out of his skin when Billy came crashing through the front of the door. "Wh- Billy! Don't slam the door, it'll scuff it-!"

"Did you hear me singing in the shower this morning?"

Spencer blinked, then turned red. "Uh, I-I mean, uh... What- uh, why do you ask?"

"Just answer me!"

Spencer swallowed hard and looked down at his face, his face flushing even more. "I... Look, I wasn't _trying _to... I didn't mean to eavesdrop-!" Another swallow. "I'm sorry!"

"Huh? Oh, no, dude, it's fine, I really don't care that you listened in, it's just... I was singing The Song."

Spencer looked up, tilting his head in confusion. "The... Song? What the fuck are you going on about?"

"_The Song, _Captain Bromerica! It's a special song that's formulated in such a way that it makes anyone who hears you sing it fall madly in love with you!"

"... Are you fucking _kidding _me? You actually expect me to believe that you can make people fall in love with you because of a silly love song?!"

"Well, it worked on _you, _didn't it?"

Spencer recoiled sharply, the blush on his face growing even darker. "What- Y-You honestly think that _I'm _in love with _you?! _Why the fuck would I ever fall for a rude, self obsessed, insensitive, whiny little shit like yo-!" He halted his rant when Billy moved closer to him, stopping only when their faces were merely inches apart.

"Okay, then. If you really hate me as much as you say, then say it. Right here, right nmmph!"

Spencer couldn't stand it any longer, grabbing the collar of Billy's shirt and slamming their lips together. Billy reacted almost immediately, pushing Spencer away from him. "Dude!"

"Oh my god I'm so sorry I don't know what came over me-!"

"Chill, Brohan Sebastian Bach! It's not your fault! It's The Song!"

Spencer swallowed nervously. "Okay, so how do we fix it?"

"You can't. It's irreversible!"

"WHAT?! N-No, no, there's got to be a way! I don't _wanna _be in love with you forever!"

Billy puffed out his chest indignantly. "Hey! What's wrong with being in love with me?"

Spencer's eyebrow rose. Billy threw his hands up in surrender.

"Okay, okay, fine. I get it. Bein' in love with the Cobra isn't for everyone." He tapped his chin thoughtfully. "Let me think..." His eyes widened as an idea came to him. "I've got it!"

"What? What is it?"

"Okay, you know how when you first hear a song you like and it makes you happy? But then it gets really overplayed and then you start hating it?"

"Yeah, why?"

"Maybe if you listen to a recording of The Song a bunch of times, it'll reverse the effects!"

"... That's the stupidest thing I've ever heard, and Rajeev's one of my best friends so that's saying something!"

"You got any other ideas?"

"... Fine. What the hell, it can't hurt."

* * *

Three hours later, Spencer was about ready to pull his hair out.

"Ugh! That is _it!" _He screamed, throwing the headphones on the ground. "If I never hear that _stupid _song ever again, it'll be too soon!"

He looked over at Billy.

His face didn't flush.

His heart didn't race.

The room was perfectly still.

His head wasn't swimming.

"It worked! I don't love you anymore!"

"I never thought I'd be so happy to hear that!"

The two nearly embraced, but stopped, opting for a much less awkward high five instead. "Sorry about all of this."

"Eh, it's cool. I'll just do my own laundry from now on so it won't happen again."

Spencer blinked in surprise. "Really? I thought you'd just never sing The Song again."

Billy paused, then slapped the palm of his hand onto his forehead. "Fuck! Can I change my answer?"

"Nope, sorry, it's too late!"

Billy groaned, but he was smiling. Spencer smiled back, holding his gaze until the smile left both of their faces and they looked away awkwardly. Billy yawned, stretching his arm out. "You know what? I'm preeeetty worn out from all this love reversing. Think I'll turn in early."

"Y-Yeah, me too. Goodnight."

"Night, Brobo Cop."

* * *

It was snowing. Spencer should've found it odd that it was snowing in LA, but for some reason, he just found it to be boring. He tapped the table absently, his other hand occupied with cradling his chin.

"It's pretty bad out there, huh, Broce Banner?"

Spencer turned, seeing Billy smile at him and smiling back. "Yeah. Sucks, don't it? What can you do in a snowstorm?"

Billy hummed in response, walking over to Spencer's chair. "Oh, I can think of a few things."

The director snorted. "Really? Like what?"

Billy grinned mischievously as he turned both Spencer and the chair to face him. "Why don't you find out?" He teased as he straddled the other man.

Spencer could feel his face flooding red. "Wh- What are you-?"

"Shh. Just go with it." Billy whispered as he closed the distance between them. Spencer tried to protest, but found himself loving the sensation of the other man's lips sliding on his and let himself get lost in the kiss.

Suddenly, they weren't in the dining room anymore. Spencer could feel the soft fabric of the living room chair on his bare ass, which caused him to realize that they weren't wearing clothes anymore.

Also, he was _extremely _turned on at the moment. And from what he could see, so was his partner.

Billy kissed his throat, his shoulders, his stomach, just a flurry of kisses all over his upper body, then slipped out of the chair, getting on his knees.

Spencer looked down at him, trying his hardest (okay, bad choice in words) not to whine at the loss of contact. "What... What are you doing?"

"I think you know what I'm doing, Broby Dick." He said, smirking playfully as he glanced at Spencer's upright cock.

Spencer frowned disapprovingly. "Seriously? _Now? _You just don't know when toahhhh!"

Spencer let out a moan as Billy leaned forward and swiped the tip of his tongue across the head of his dick teasingly. The dark-haired man grinned and wrapped his lips around the tip, swirling his talented tongue around tauntingly. Spencer bit down on his lip, trying to keep from letting out any more humiliating noises from escaping, but failing when he felt a hand gently caressing his balls.

"Billy... B-Billy, I, ah..."

Billy hummed in response, glancing up at Spencer. The director felt a shiver go down his spine as those hazel eyes that were gleaming with a dark lust stared up at him, and he let out another moan, this one much shakier than the last.

He could've sworn he saw the corners of Billy's lips curl upward, but he didn't have much time to question it. In what seemed like seconds, the tip of Spencer's prick was touching the back of Billy's throat.

"_OhsweetJesusdon'tstop!" _He screamed, panting hard and tangling his hands in Billy's dark hair.

Now, Spencer had very little experience in getting blowjobs. He was usually the one _doing _the blowing, which he didn't mind, but he did cherish those few times he was on the receiving end.

However, this had to be _the _best blowjob he'd ever gotten. Billy seemed to be an expert at doing this. The man seemed to know just where to lick, just where to suck, and just how much pressure to apply as he dragged his teeth down Spencer's shaft. Spencer knew he was moaning like a common whore now, but as he felt that familiar heat pooling in his stomach he decided he didn't really care. He was close, oh so very close, just a little longer-

With a wet pop, Billy took his mouth away from Spencer's leaking shaft, smearing a bit of bitter pre-cum on his lips when he kissed the tip teasingly.

"What the- H-HEY! Get back down there, I'm not finished yet!"

"I don't think that you're in the position to be making demands here, Broki."

Spencer blinked, and suddenly he realized that they weren't in the living room anymore. He was lying on his back, his legs spread out, his hands gripping at a pale green comforter, the one on Billy's great big bed in his great big room. Billy was positioned between his legs, smirking smugly as his lube-coated fingers poked and prodded at the younger man's entrance and his dick (already sporting a condom, Spencer noted) stood at attention mere inches away.

He knew exactly what was happening. And _god _did he want it.

"Bil-_ly," _he whined. "I-I need you to..." He trailed off, too embarrassed to continue.

The smirk grew. "Need me to _what_, Spencer?"

Realization dawned on Spencer. "Are... Are you waiting for me to _beg?!"_

More smirking.

"It's not gonna happen!"

The former rock star still smiled as he pulled his hand away. "Hey, I can wait all night pal."

Spencer glared at him. Billy threw his hands up in surrender. "Fine, then. Guess I'll just have to take care of this myself-!"

"NO!" Spencer yelled as he sat up and grabbed Billy's arm. The other man smirked again, and Spencer flushed in embarrassment.

"Billy..." He grit his teeth and swallowed hard. "_Please."_

"Please _what?"_

"... Please fuck me."

Finally a genuine smile. "Sir yes sir."

Spencer shivered as Billy inserted the first finger into him, trying to ignore the odd sensation that came with being stretched. Soon, a second finger was added, a third joining shortly after, and sure enough Spencer soon found himself begging again, chanting 'do it now!' like a crazed mantra.

The fingers slipped out, and Billy positioned himself. "You sure you're ready?"

Spencer would've protested at how much it sounded like Billy was treating him like a blushing virgin (he was _far _from pure), but he honestly couldn't care less at this point. "_Fuck _yes."

Billy nodded, then slowly started to push his way in. Spencer hadn't realized it before, but Billy was a lot _bigger _than he had expected, certainly bigger than most of the men Spencer had slept with previously. By the time that Billy was all the way inside, Spencer was squirming from how full he felt.

"_Move, _dammit!"

Billy looked down at him, looking uncharacteristically concerned. "Uh... Don't you think you should-?"

The other man growled. "Listen, buttmunch, this isn't my first time being fucked. I can take it. So either you start moving, or I swear to god I _will _jack off right heeeereohsweetChrist!"

Right in the middle of the younger man's rant, Billy had started to thrust, beginning with a few careful movements before moving into a rhythmic pattern.

Spencer cried out after a few thrusts. "Ah! There! Do that again!"

"Gotcha."

The thrusts became harder, more frantic. Billy's moans started to mix in with Spencer's. The familiar heat returned once more.

"_Oh! Oh god, oh! Billy!"_

Spencer woke with a gasp, orgasm tearing through him as his hot seed spilled onto the sheets. He breathed heavily, riding out the last of his release with a tiny cry. When it was all over, he laid in bed perfectly still with the exception of his heaving chest.

"Aw, _shit."_

**A/N: Well of **_**course **_**it was just a dream! I mean, come on! Snow in LA? I think that the only time that happened was in an old Disney Channel Original Movie!**

**So! It seems that The Song's effect wasn't fully erased after all! What will Spencer do? How will Billy react? Will there be more dirty fantasies? Why am I asking you these questions?**

**None of these are going to be answered anytime soon, by the way.**

**Except the dirty fantasies one. There is gonna be a **_**lot **_**of wet dreams before they do the do, and they're not all gonna be dear little Spencer's. Mwa-ha-ha-ha-ha.**

**Remember to review~!**


	4. Something Stupid

**A/N: I apologize for how long it's been since the last update. My mother's biological father passed away (technically he was my grandfather, but Mom didn't call him Dad so I didn't call him Grandpa. It's a long story. In fact, it's the same story that explains why my mom has two brothers named Steven), and I had to attend the funeral. **

**Also, Animal Crossing.**

**But enough about me, have some silly boys falling in love!**

Two weeks after the 'The Song' incident, it wouldn't have been an exaggeration to say that Spencer was more sexual frustration than man. The snowstorm dream was only the first and most vanilla of the wet dreams he'd had. There'd been sex toys, bondage (Okay, it was just handcuffs), at least half of the positions in the Kama Sutra (Spencer didn't know whether to love or hate Rajeev for _that _particular joke gift), role play (he and Billy had been Captain America and Iron Man respectively), even this one dream where Spencer had been a fourteen-year-old boy and Billy had been a ghost!

He didn't even want to _know _what that kink was called.

Luckily, this newfound lust for Billy hadn't really affected his newfound friendship with the man. Yes, it wasn't easy, but over the course of the month that they'd known each other Spencer and Billy had become good friends, even if they occasionally still wanted to strangle each other. Spencer had learned a lot about Billy: His birth name, his love of sci-fi and comic books, his affinity for classic literature (Spencer had been surprised to find him reading _The Great Gatsby)_...

His scars.

Spencer had first discovered the markings one hot summer's day. When Billy had first taken off his shirt, he'd been flustered.

When he turned around, he'd been shocked. There, from the top of Billy's shoulder blades to just above the waistline of his jeans, was a plethora of x-shaped scars. Some were tiny, like the ones on the back of his left shoulder. Some were huge, like the one in the middle of Billy's back. Some were barely visible, having all but faded into Billy's pleasantly tanned skin (he swam a lot). Some stood out starkly against his tan, a dramatic white sea of crosses.

It was then that Spencer realized just what Billy meant when he said that Madame X tortured him.

He never mentioned it to Billy, and Billy seemed not to notice how Spencer stared, or if he did he didn't say anything about it.

But nonetheless, they became friends, however strange that may have seemed. And for the most part, they were civil to each other.

Even if Billy was an annoying little shit sometimes.

"Hey, Brozilla Firefox! Come ooooon, let's do something!"

Like now, for example.

Spencer sighed as Billy sat down next to him on the couch. "Billy, I _told _you, I have to look over the revisions that Rajeev made to the script! We're in the home stretch here, and if it's not absolutely perfect, then I can kiss any hope of a successful career goodbye!"

Billy frowned. "But I'm booooored!" He whined, getting in Spencer's face. The director squirmed, trying hard not to flush as he moved away from his housemate.

"Well, why don't you go read a book or something?"

"Read 'em all." He started bouncing up and down. "Let's go see Gatsby!"

"We already saw Gatsby."

Billy frowned again. "Fine." More bouncing. "Ooh! Let's go see Star Trek again!"

"As much as I liked Star Trek, I really do have work I need to get done. Go... go watch YouTube videos or something." He flicked his wrist at the other man. "Go on, shoo!"

Billy pouted briefly. Then he suddenly perked up, grinning playfully as he hopped off the sofa. Without another word he ran out of the living room.

Spencer sighed in relief, then flipped to the next page of the script. He became so lost in revisions that he didn't realize that Billy had re-entered the room until he heard the bouncy Maroon 5 song start blasting at top volume. He groaned in annoyance as he set the script down in his lap.

"Billy-!" He started angry, then halted when he actually looked at the man.

It _really _should be illegal for a guy to move his hips like that. Spencer knew that his face was flushing, but he found that he couldn't look away. He might've stared for hours if Billy hadn't grabbed his arm and pulled him off the couch, snapping him out of his trance.

"Dance with me, Brory Williams!" Billy shouted gleefully over the music, a silly grin plastered on his face. Spencer flushed harder, trying to worm his way out of Billy's vice-like grip.

"Billy, let go! I-I have work to do!"

The other man spun him around. "Oh, come on, man, live a little! Just cut loose!"

"I swear to god, if you start quoting Footloose at me, I'll-! WILL YOU _PLEASE _LET GO OF ME?!"

Billy complied with his request and released his arm. Spencer glared at him as he continued to move to the music. When Spencer didn't start dancing, Billy frowned.

"Dude, it's not dancing if you're just standing there!"

More glaring.

"What, is the song not working for ya?"

Spencer glared a little bit more, then looked down at his feet and mumbled something inaudible.

"Sorry, what?"

Spencer looked up, grimacing. "I... I can't dance, okay?!"

Billy stopped dancing, staring at Spencer briefly before turning the music off. "Now when you say that you can't dance, do you mean that you _don't _dance, or-?"

"I mean that I'm a _horrible _dancer. Like, I'm not even allowed to dance at weddings with drunk people horrible."

Billy smiled sympathetically. "Well it's your lucky day, brotein shake! When it comes to dancing, I'm a regular expert!"

Spencer gave him a doubtful look. "Oh really."

"Hey, people didn't just come to my shows to hear me sing. Admittedly the singing was a big part of it, but my mad dancing skills were a huge part of the appeal, along with my devilish good looks."

The director rolled his eyes, and Billy grinned as he turned the music back on. "Watch and learn, oh bro of little faith."

Spencer had to admit, Billy _was _a talented dancer. He was elegant yet alluring in his movements, and when it was all over he couldn't help but clap a little, which made Billy grin some more and take an exaggerated bow.

"Okay, now you try!"

Spencer's smile fell off his face. "Wait, what?"

"Five, six, seven, eight!" When Spencer failed to move yet again, he glared at him. "What are you waiting for?!"

"About ten years of dance lessons!"

Billy tapped his chin thoughtfully. "I guess you have a point there. Okay, let's try starting with the basics; y'know, some level one stuff." He did a few new moves, these being much less intricate than the last. "Now you try."

"Wait, that's level one?"

"Yeah...?"

"... Is... Is there a level zero?"

Billy rolled his eyes. "Dude, just dance."

Spencer hesitated momentarily, then took a deep breath and attempted to copy the moves, nearly immediately bumping into the nearby coffee table. "SHIT!" He hissed, grabbing and rubbing his leg gingerly. The other man moved to help him, but Spencer waved him off. "N-No, I'm fine, just... give me a second."

After a minute, the director stood, taking another deep breath and attempting to start again, lasting significantly longer before bumping into a lamp and nearly knocking it over. He cursed as he rushed to catch it, barely grabbing it before it could hit the floor. Once it was upright again, Spencer attempted to continue dancing, but accidently knocked over a vase, which, unlike the lamp, he was unable to save from falling to its doom.

"Okay, okay, that's enough!" Billy yelled, turning off the music.

Spencer grinned nervously. "So, uh, how was... how'd I do?"

"... There is now a level zero."

Spencer grimaced. "Told ya so." He sighed, going to get the broom and dustpan to clean up the remains of the vase.

Billy grasped his chin in thought. "Hm... Maybe..." Billy's face lit up like a Christmas tree. "I have an idea!"

Spencer looked up at him. "What?"

"Finishing cleaning up the thing and I'll tell you!" The former rockstar shouted as he ran up the stairs.

"Wha- HEY! I'm not your housekeeper, asshole!" Spencer called after him angrily before sighing in resignation. "I swear, if I didn't have this weird thing for him, I'd..." He muttered under his breath as he put the pieces of the vase in the trash.

"You say something, brosinski?"

Spencer nearly jumped ten feet in the air. "U-Uh, no! Nothing, nothing at all, heh!"

Billy's eyebrow rose in disbelief, but then the man shrugged and plugged in his iPod to a speaker. Spencer walked over, curious.

"Mind telling me what your oh-so-brilliant idea is?"

"I'm gonna teach you how to waltz!"

"Wh- Buh- HUH?!" Spencer spluttered in astonishment, his face flooding red. "WHY?!"

"To quote my mama, 'Every gentleman should know how to waltz'." He stated distractedly as he selected a song and turned the volume down to a less mind-numbing level. He turned to face Spencer, grinning as he held out his hand. "May I have this dance?"

Spencer stared at him, stammering and flushing even more. "I- I- I don't k-know- I'll step on your feet!"

"I wear size fifteen shoes, dude. I'd be surprised if you didn't."

Spencer swallowed hard. "I... I..."

"Dude, my arm's getting sore here, you wanna dance or what?"

The director hesitated, taking a deep breath before grabbing onto Billy's hand. "F-Fine."

Billy's grin became even wider as he pulled the other man closer. "Okay, put your arm here... and put the other one on my shoulder... good! Now, when I step forward, you step back, and then vice versa. Ready?"

Spencer nodded wordlessly, fearing that he'd say something he'd regret if he allowed himself to speak.

"Okay, and one, two, three, one, two, three, one..."

The pair moved back and forth to the music, Billy encouraging Spencer every step of the way and doing his best to ignore it whenever the other man stepped on his feet.

"_I can see it in your eyes that you despise the same old lies you heard the night before... and though it's just a line to you for me it's true and never seemed so right before..."_

The director looked down at their feet, determined not to make eye contact. He knew this was a bad idea, why did he agree to it, oh dear god...

Billy, on the other hand, was smiling as they swayed. He could see that Spencer was nervous, though he had no idea why. It was just a dance, it wasn't like they had to get married or anything! He chuckled lowly, making the other man look up.

"What?"

"You're acting like a sixth-grader at his first school dance, Brodo Baggins."

Spencer's face flushed even more. "Wh- HEY! I-I'm trying, okay?!"

Billy just chuckled again, spinning him around. God, sometimes Spencer could be so adorable-

He blinked, frowning. _Wait, what? Since when is Spencer adorable? And since when do _I _think so? It's not like I like the guy or any-! ... Oh, no._

His eyes widened in realization. Billy could feel his face heat up, and suddenly he was very glad that Spencer was refusing to look at him.

"_The time is right, your perfume fills my head, the stars go red, and oh, the night's so blue..."_

This was not good.

"_And then I go and spoil it all by saying something stupid like 'I love you'."_

Shit, this was bad.

"_I love you... I love you..._"

Really, really, _really_ bad.

"_I love you..._"

He liked Spencer.

"_I love you..._"

The song faded away, neither of them moving for a minute. Spencer took a step back, still not looking up at Billy.

"U-Uh... I... I have to get back to work. Y-Y'know, the s-script a-and all."

"O-Oh, uh, yeah, you should probably..."

"Right..."

"Um, I, uh, I have to go... do a thing, a-anyway."

"Oh, um, okay. I'll... see you later?"

"Y-Yeah." Billy nearly ran for the front door. "S-See you, Spencer!"

Spencer's eyes widened and he turned around just as Billy slammed the door.

That was the first time that Billy had ever addressed him by his name.

* * *

"_... _Come as we hold our ground! We cannot be bouooowWHOA WHOA WHOA!" Billy screamed as he tripped and fell to the ground yet again.

"CUT! COHEN, WHAT THE HELL WAS THAT?!"

Billy rubbed the back of his head sheepishly as Bobby helped him up. "Sorry, Ponzey."

"Damn right you are! We've only got three weeks left until opening night, and you're still tripping over your own two feet like a goddamn amateur!" He yelled, spit flying everywhere. "Get your act together or so help me I'll make sure you never work in this town again!" With that, the director stormed off, presumably to go yell at the soundboard operator.

Billy wiped some of the man's spit off his brow, glaring at his retreating back. "'I'll make sure you never work in this town again!'" Billy mimicked, exaggerating the lisp. He scoffed. "Yeah, right. Like any director with half a brain would listen to you."

"Uh, Barry? Ponzey is one of the most respected directors in this town." Bobby said cautiously.

"Doesn't make him any less of an asshole."

"No one's arguing with you there." A new voice deadpanned. Billy smiled as he looked over.

"Hey, Mal." He gestured at his forehead. "Hair."

The redhead looked and groaned, tearing off the blonde wig and dropping it on the stage floor. "I don't understand why we just can't make Ariel a redhead in this production."

"Because that might bring to mind another rebellious teen named Ariel?" Bobby suggested.

"That was rhetorical, honey."

"Oh."

Mallory frowned, standing on her tiptoes and pressing the back of her hand to Billy's forehead gently. "Hmm... You're not warm..."

"... What are you doing?"

"Making sure you don't have a fever." The red-haired woman answered as if it was obvious.

"Okay, but _why?"_

"Because you've been acting strangely all afternoon, duh."

Billy scoffed defensively. "Have not!"

"Have too!"

"Have not!"

"Have not!"

"Have too!"

"Ha! So you admit it!"

Billy paused and slapped his forehead. "Dammit! How could I fall for the old 'duck season, rabbit season' trick?!"

Mallory smirked triumphantly. "So, now that I've gotten you to admit it," She stood on her tiptoes again, getting in Billy's face. "Spill!"

Billy glared at her for a moment, then rolled his eyes and looked pointedly over at Bobby. Mallory smiled sweetly, then turned to face their co-star.

"Hey, Bobby? Can you do me a super-huge favor and run over to that deli across the street? I know it's my day to get lunch, but Ponzey said that he wants to do another run-through of Almost Paradise, and you _know_ how he gets whenever things don't go his way. So, please?"

Bobby scoffed, rolling his eyes indignantly. "What do I look like, your servant?"

"Pretty please?" The redhead pleaded, batting her eyelashes and sticking out her bottom lip.

Bobby continued to glare for a minute before sighing dramatically. "Fiiiiine. But you owe me."

"Thank you! You're my new favorite person!" She called as he stormed out the stage door. As soon as he was gone, she turned back to Billy. "Okay, then, Mr. Cobra, now that our very sweet but very loud mouthed friend has vacated the premises, you can spill the-!"

"Shh!" Billy hissed, covering her mouth with his hand and glancing around furtively. "How many times do I have to tell you not to call me that when other people are around?!"

Mallory rolled her eyes and pushed him away. "Dude, I figured it out after knowing you for about twenty minutes. Now, I know that our fellow thespians aren't exactly Sherlock Holmes or anything, but I think that a few of them have some idea that you're the famous-!"

"_Stop that!" _Billy hissed again, grabbing her by the arm and dragging her through the backstage door and into his dressing room.

"You stop that! People already think we're hooking up, and you're just adding fuel to the flames!"

"Wait, seriously? They think that we're-?"

"Oh, yeah."

Billy stared at her for a moment before shuddering in disgust. "Ew! Dude, that's just _wrong!"_

"I know!"

"Seriously, it'd be like fucking my sister!"

"Yeah, tot- Well, actually, your sister's kinda hot..."

Billy stared at her in disbelief. "Aw, Mal! No!"

"What? I'm just saying! I didn't give you shit when you hit on _my_ sister! Or my brother!"

Billy groaned and ran his hands over his face. "Can this conversation _please _be over?"

"Only if you tell me what's wrong with you." She gave him a serious look. "Is it someone from your past?"

"N-No, it's not anything like that, it's just..."

"It's just...?" Mallory prompted.

Billy groaned again. "It's really stupid, okay?!"

"Billy, I spend nine months of the year talking to hormonal teenagers. I can deal with a lot more stupid than most people."

Billy rubbed the back of his neck sheepishly. "Err... well... I... I kind of... I kind of just realized that I like someone."

Mallory blinked, then grinned from ear to ear. "Aww! That's so sweet! What's her name? Do I know her? Oh wait, is it a guy? Tell meeee!"

He grinned nervously. "It's a guy. His name is Spencer, and no, you don't know him. He's my housemate."

"Housemate? Since when do you have a housemate?"

"Er... since about a month ago?"

"WHAT?!"

_Five minutes later..._

"... And so Spencer isn't in love with me anymore, but now I know that I like him, and..." He groaned, sitting down with a heavy sigh. "Why does everything have to be so messed up?"

Mallory smiled sympathetically, switching into counselor mode. "What makes you think that he doesn't return your feelings?"

"Uh, because he said, and I quote, 'Why would I ever fall for a rude, self-obsessed, insensitive, whiny little shit like you'?"

"Yeah, but he also said that he hated you, and that's obviously not the case anymore! You gotta be positive, Billy! I mean, say that you tell him how you feel. What's the worst that could happen?"

"He could reject me, laugh in my face, tell the media that I faked my death, get my ex-manager released from prison-!"

"Hey! I said think positive!"

Ponzey's nasally voice screamed for them to get back onstage from outside the door, and Mallory sighed. "Just... just think about it, okay?"

She shut the door behind her, leaving Billy alone with his thoughts.

* * *

Billy breathed in deeply, then looked in the mirror hanging above his dresser. "Okay, Cohen, you can do this. You're just gonna go in there, and you're gonna say 'Spencer, I know we've had our differences in the past, and I know that we're barely even friends, but I...'" He grimaced. "No, that's stupid. 'Hey, Spence, old buddy old pal, how would you like to take a trip on the Cobra Express?'" He said, giving himself a suave look. After a moment, his face fell and he groaned, slapping his palm to his forehead. "Okay, no, that just sounds douchey." He looked back in the mirror. "Perfect for you... I could be perfect for you... I might be lazy, a loner, a bit of a stoner, it's true..." He groaned. "Agh, no, that's just cheesy as fuck."

Billy looked back up in the mirror, then furrowed his brow in determination. "Spencer-"

"Yeah?"

Billy jumped and turned frantically towards the door, where Spencer was giving him a concerned look. "Uh, h-how long- Er, I mean," he leaned up against the dresser, attempting to look dashing. "'Sup?"

Spencer gave him an odd look, but simply shrugged. "I need a break from editing, and I thought I'd try watching an episode of that show you like. You know, Doctor Whatshisname."

"Doctor Who."

"Right, that guy. You wanna watch with me? I might need help following the plot."

Billy felt his heartbeat quicken. Now was his chance! "Uh, sure, but... um... Can I ask you something?"

"Sure, what's up?"

"U-Um... well... I was just... I was just wondering..."

"Yes?"

Billy swallowed hard. "I was wondering..." He let out a sigh of resignation. "I was wondering if you'd like to attend the opening of the play I'm in. I-It's Footloose."

"Oh, uh, sure. When is it?"

"Friday night. You can bring Shanilla and the others if you want."

"Okay, yeah." He gestured out the door. "So, uh, Doctor Who?"

"Y-Yeah." Billy replied solemnly, internally berating himself for being such a coward.

This might be harder than he thought.

**A/N: I firmly believe that Billy is not very good at expressing his feelings for other people, which is why most of his songs are about himself. Mostly because underneath all that narcissism, he's a huge dork.**

**Once again, I apologize for the wait. **

**Remember to Review~!**


	5. Footloose

**A/N: I had to listen to the soundtrack to Footloose twenty times for this. I hope you like this, because I will never get it out of my head.**

Billy bit down on his lip as he thrust steadily, gripping his partner's already leaking cock and tugging it in time with his movements. Spencer let out a wanton moan in response, pulling at the sheets.

"Aah... Billy... Billy, _please!"_

"Patience, love," He heard himself scold softly, but he sped up his pace obligingly, covering Spencer's mouth with his own, both moaning into the other's as they each neared climax.

"Aah! B... Billy! _BillyBillyahhhhBaruch!"_

Billy woke with a start, yelling "It's pronounced Ba-ROCH!"

He blinked in confusion, then looked down and whined at the rather large tent in his boxers, as he'd kicked the blankets away in his sleep. "Fan-freaking-tastic..." he muttered as he freed his already leaking hard-on from the cloth prison. Fortunately, he was nearly finished when he started, and within half a minute Billy came with a shaky yell.

"This is just embarrassing..." He mumbled after he'd regained the ability to think clearly. Sighing, he climbed out of bed, dropping his boxers to the floor and trudging over to his dresser to pick out a new pair. After he was dressed, the former rockstar pulled the sheets off the bed and picked his dirty underwear up off the floor.

To say that Billy was a little bit miffed would be an understatement. Bad enough that he had an increasingly huge crush on his housemate, now he had to do laundry twice as often so that he didn't have to deal with sticky sheets and underwear! Lucky for him, Spencer didn't seem to notice... or perhaps not so lucky, because if Spencer _did _notice, and if Spencer liked him back...

He sighed as he threw the laundry down the chute and headed for the elevator. No, there was no way that Spencer returned his feelings. They were barely even friends, after all; Spencer was barely past loathing Billy entirely! There wasn't even the slightest possibility that- Who the hell was that girl on his couch? And why was her hair purple?

"Who are you?"

She turned to look at him, eyebrow raised. "Oh, hey. I'm Jessica. Are you Spencer's new boyfriend or something?"

"Wha- N-NO!" Billy spluttered, turning red.

"Too bad. He could use a good fuck."

"Wh- Wait, how the fuck did you even get in here?!"

"Housekey under the mat."

"There's a gate!"

"Oh, please, you honestly think that could stop me?"

Billy grit his teeth angrily and opened his mouth to reply, but then he heard the elevator ding.

"Oh, hey, Billy, you're up earlier than- _Jessica?!"_

"Spencer!" The purple-haired girl shouted happily, jumping off the couch and tackling her brother in a hug. "I missed you so much! God, it's been what, three months?!"

"Why is your hair purple?"

"How have you been? Date any cute guys lately?"

"Your hair. Purple. Why."

"Are you two even having the same conversation?!" Billy shouted. The pair turned to give him identical glares.

"Oh yeah, and why are you living with a rock star who's supposed to be dead?"

Both men froze. "H... How did you-?"

"Giant poster directly behind him. Ever heard the story of Narcissus?"

Billy glared at her and opened his mouth to deliver a sassy reply, but before he could Spencer spoke up.

"Wait... do Mom and Dad know that you're here?"

Jessica gave him a sheepish grin. "Er... well, they know that I'm not in Europe..."

"_Jessica!"_

She held up her hands defensively. "What?! I'm eighteen, I can do what I want!"

"Being eighteen doesn't excuse you from lying to our parents!"

"It's not a lie! It's just not exactly the truth!"

The two began to argue, Billy watching them go back and forth like a tennis match. After observing their war of words for a few minutes, he got bored, fishing his phone out of his pocket. Billy's face fell and became pale when he saw the date.

"SHIT!"

"What?! What's wrong?!" Spencer reacted immediately, turning to face his housemate.

"It's Friday! Oh man, if I'm not at the final rehearsal Ponzey'll have my head!" He dashed between Spencer and his sister, opening the door hurriedly. "I'll see you later, Spence!" He called as he ran out the door, slamming it behind him.

Spencer couldn't help the grin that his lips spread into. Say what you will about the man, Billy was rather adorable when he was flustered. Or happy. Or excited.

Okay, so Billy was kind of cute no matter what emotion he had.

"Ahem."

The grin morphed into a confused frown as the director turned back to Jessica, who was giving him an irritatingly smug smirk and gazing at him with a knowing look in her grassy green eyes.

"What are you smiling about?"

"You like him."

Spencer snorted. "Well, yeah, 'course I do. Trust me, if I didn't like him, at least one of us would be dead by now."

His sister rolled her eyes. "No, moron, I mean you _like _him, like him."

Spencer was bemused for a brief moment, then turned three different shades of red when he realized what she meant. "What?! I- no, that's- I don't like him like that!"

"Do too! I saw the way you looked at him, stinkbrain. It's the same way that Dad looks at Mom, or vice versa. You've got it _bad_, bro."

Spencer folded his arms, looking away indignantly. "... Okay, so maybe I _do _have a thing for him. So what? It's not like I'm ever gonna tell him."

"Why not?"

"Uh, because there's a better chance of the Beatles reuniting than him actually liking me back?"

"How do you know that? I mean, I assume that you haven't said anything to him about it."

Spencer opened his mouth to reply, but found that he couldn't think of anything to say to that.

Jessica smiled knowingly. "A wise man once told me that you if you never take a leap of faith, then you're not living. You're just surviving."

"... Stop using my own words against me."

She chuckled, walking over to him and placing a hand on his shoulder. "Just tell him how you feel, dude. Worst case scenario, you get rejected. And who knows? Maybe it'll turn out that he likes you back."

Spencer smiled a bit. "Yeah... maybe you're right! You know what? I think I _will _tell Billy how I feel! Tonight!" He declared with confidence.

"That's the fucking spirit- Wait, what? _Tonight?"_

"Yeah! Right after the play, I'm gonna march right up to him, look him dead in the eye, and say, 'Billy, I lo-'!"

He froze mid sentence as the door opened, whipping his head around.

"Forgot my jacket." Billy stated, giving Spencer a quizzical look. "You okay, Broseidon?"

"F-Fine! Perfectly fine! Uh, y-you should go, I'll see you at six!"

"Seven. The play's at seven, Spencer."

"Right! See you then!"

Billy didn't look at all convinced, but shrugged it off, grabbing his jacket and closing the door behind him once more.

Spencer ran a hand through his hair and groaned. "This might be harder than I originally expected."

"... Uh, Spencer?"

"I know, I realized it as soon as I said it."

* * *

"Been working so hard, I'm punching my card. Eight hours, for what? Oh, tell me what I got!"

Billy grinned as he looked out at the (surprisingly) full house in front of him. Even when the rockstar lifestyle had begun to bore him, he'd never stopped loving performing. He still loved the feeling of a crowd cheering for him.

Even if it wasn't a giant stadium filled with adoring fans that was cheering for him.

"Tonight I gotta cut loose, footloose! Kick off your Sunday Shoes! Please, Louise, pull me off of my knees! Jack! Get back! Come on, before we crack! Lose your blues, everybody cut footloose!"

The audience started to cheer, and Billy flashed another grin at them before turning to deliver his own lines.

Spencer, meanwhile, found himself unable to stop smiling. He'd seen a few recordings of Billy's concerts, but shabby cell-phone videos had nothing on a live performance. He finally understood why Billy had sold out almost every stadium, concert hall, or whatever: The man had stage presence, and he knew it.

The song went on, the audience remaining mostly silent (except for Mallory's first appearance on stage, which had caused a hushed murmur to run through the crowd. She had chosen to forgo the blonde wig at the last minute). Once it ended, the audience broke into a deafening round of applause, as it did after every song, especially after the number that ended the first act.

"Looking into your eyes I know I'm right." Billy sang. "If there's anything worth the fear it's worth the fight! No one can tie my hands, or make me change my plans! I'm crossing the line, jumping the track, taking what's mine and not looking back! Heaven helps the man who fights his fear! Every day I face a new frontier! I can't worry what the world will say! I may fly or fall, but either way, I'm _free!"_

The audience cheered wildly yet again, but Spencer wasn't paying much attention to anything but Billy at the moment. His heart was beating wildly in his chest, and his stomach seemed to be doing the world's most complicated gymnastics routine. He knew he should just enjoy the show, but he kept going back to what he was going to do _after_ the show, kept thinking about his plan.

About what he was going to tell Billy.

"... C'mon, try it!"

"_I'm free!_"

"Let the lord hear your voices!" The actor playing the Reverend called out.

"_I'M FREE!"_

"Yeah!"

"_We're shaking the past, making our brakes, taking control if that's what it takes!"_

"I'M FREE!"

The song went on, and Spencer tried to ignore the churning of his stomach.

"_Heaven helps the man who fights_ _his fears..."_

He had to man up.

"_Heaven helps the man..."_

He had to do this.

"_We can face it down..."_

For his own sanity, he had to say it.

"Heaven help me_..."_

Because it was just like Jessica said.

"Oh, heavenhelp me..."

He couldn't just stand around and do nothing.

"If heaven can't..."

Because he couldn't just wonder what if.

"Who can?"

He had to take a leap of faith.

"_Heaven helps the man, heaven helps the man, heaven helps the man, I'M FREE!"_

* * *

Spencer took a deep breath, hesitating outside the backstage door as he tried to summon some of that resolve he'd had earlier.

"Leap of faith..." He murmured to himself as he pushed through the doors, forcing himself to smile.

That smile fell off his face the moment he saw Billy spinning the girl who played Ariel around in his arms excitedly.

"We did it! We did it!" Billy squealed, making the red-haired girl laugh.

"Put me down, Billy!"

"Um... Am I interrupting something?" Spencer asked carefully after swallowing the lump in his throat.

The pair stopped spinning and looked over at the newcomer.

"Oh, hey, Spencer!" Billy greeted cheerfully, setting the girl.

"Ah, so you're the famous Spencer Wright," the redhead said as she elbowed Billy playfully, causing him to roll his eyes. "This one's told me all about you."

"I-I'm sure he has..." Spencer replied with a forced politeness, barely keeping himself from pushing her away from Billy and calling her a skank, as that is not polite in any situation, even if you feel like your heart has just broken into a million pieces because it turns out the guy that you're kind of madly in love with already has a girlfriend who is pretty and nice and actually can dance.

"Oh, where are my manners? Spencer, this my awesome co-star and best lady friend Mallory DeWitt. Mal, this is my housemate and the future big name director Spencer Wright."

"Nice to finally meet you. Did I mention that he talks about you alot? As in, all the time?"

"Uh, yeah, but I'm afraid that I can't say he's ever mentioned you!"

Mallory gave him a quizzical look, but didn't say anything about it. "Oh! I should go get Bobby!" She turned to Billy, giving him a quick peck on the cheek that just made Spencer's heart sink even more. "I'll be back soon, okay?"

The pair stared after her until she was gone. "So... she seems nice." Spencer managed to say.

"Hm? Oh, yeah, Mal's pretty great."

"She knows about your past." It wasn't a question, but a statement.

"Yeah, well, she kind of guessed. Don't worry, she'd never tell, and no one else knows." Billy rubbed the back of his head and grinned sheepishly. "So, did you need something?"

Spencer swallowed nervously. "I just... I just wanted to tell you that..."

_He has a girlfriend._

"You just...?" Billy prompted gently.

_You can't tell him._

"... Just wanted to congratulate you on a job well done." Spencer mumble eventually, forcing a smile onto his face.

"Yeah, well, I _am _pretty awesome." Billy replied nonchalantly. He frowned as he looked over at Spencer, who usually laughed when he said something like that. "Hey, are you okay?"

Spencer turned around, feeling hot tears pricking at his eyes. "I... I'm fine, don't worry about it. I-I should go find Jessica. I'll see you at home!"

"Spencer!" Billy called as the other man ran through the door. He sighed, running a hand through his hair.

"What's up with him...?" He mumbled worriedly to no one in particular as he turned around to head back to his dressing room and put his street clothes back on.

"Excuse me, Mr. Cohen, if I could just have a minute of your time."

Billy turned around, gazing bemusedly at the newcomer, a gentleman in a suit. "Sure. What can I do for ya?"

"Actually, it's what I can do for you. I was very impressed with your performance tonight, Mr. Cohen."

Billy beamed. "Hey, thanks!"

The man smiled back at him. "I'd like to make you an offer, Mr. Cohen. Have you ever considered working on Broadway?"

* * *

Spencer was lost.

He'd only meant to run into the lobby, but after he heard Billy call after him, he'd panicked and ran out of the theatre, down the street the building was on, and basically ran until he realized that Billy wasn't actually chasing him and he was very, very lost.

And it had started raining, so that really didn't help. Now he was cold, wet, lost, and heartbroken.

Of course Billy had a girlfriend. Of course he did.

Billy could have anyone in the world. Once you knew the man, you'd find it hard not to like him. Anyone with half a brain could see that.

Why would he want Spencer if he could have anyone at all?

"There you are! Jeez, I've been looking everywhere for yo- S... Spencer?"

Spencer turned to his sister, his face wet from both tears and the rain.

"What's wrong?" Her face turned serious. "Did that asshole reject you?"

Spencer smiled bitterly. "I didn't tell him. I couldn't tell him."

"What? Spencer-!"

"He has a girlfriend, Jess."

Her gaze softened. "Oh, Spence..." She sighed, putting her umbrella down and wrapping her arms around him. "I'm so sorry."

"You know what the w-worst part is? For a while there, I actually..." He choked back a sob. "I actually thought that he might like me back."

**A/N: Noooo Spencer he likes you too!**

**Wait, I'm the one writing this, I already know what happens, why am I getting feels?**

**So! The next chapter is the end of the first act- arc, after which there will be a short remission- er, hiatus. Sorry, thinking of this thing in theatre terms. **

**But because you all are good little readers, I'm gonna give you a little taste of what's to come:**

_**"Why are you being so childish? This is everything I've ever dreamed of, and you're acting like I'm abandoning you! What is WRONG with you?!"**_

"_**I love you, moron, that's what's wrong with me!"**_

**Mwh-ha-ha-ha.**

**Remember to review!**


	6. Manhattan

**A/N: I'm truly sorry for this.**

"Everything has its season, everything has its time," Billy sang as he played along on the piano. "Show me a reason, and I'll soon show you a rhyme. Cats fit on the window sill, children fit in the snow. So why do I feel I don't fit in anywhere I go? Rivers belong where they can ramble, eagles belong where they can fly. I've got to be where my spirit can run free. Gotta find my corner of the sky."

He paused, then sighed, slamming his hands down on the keys before cringing at the horrible noise it made. "Ow! Okay, in retrospect, I should have realized that was a bad idea."

His ears still ringing, Billy got up from the piano bench. He sighed once more, looking out a nearby window. It had been two weeks since the opening night, two weeks since he'd gotten the job offer. And man, was it a good one: The man in black was the casting director for _Pippin, _for Christ sakes! And he wanted Billy to replace the lead actor! Pippin was one of his dream roles!

But... Spencer was still here. And to his knowledge, he was going to stay here. And true, he hadn't actually told Spencer how he felt, but he was definitely going to, and if Spencer felt the same way, they could be together, but that couldn't happen if Billy left for a city on the other side of the country!

He never thought that he'd be the one who was torn between his dream and love, but here he was, on the cusp of achieving everything he'd ever wanted but so in love with someone he couldn't have if he went for it.

Suddenly, the door burst open, causing Billy to snap out of his pity party and whip his head around.

"Spence? Is everything o- OOF!"

"It's a hit!" Spencer squealed excitedly as he picked Billy up and spun him around.

"D-Dude! Dude, put me down!"

Spencer obliged him, grinning from ear to ear as he dove in for another hug.

"Mind telling me what you're so excited about, Brocules?"

"I won an award at the Indie Horror film festival! Plus, I got an offer to co-direct a film with someone who's big in Hollywood right now!"

"Really? Who?"

"I don't know!" He replied, still shaking with glee. "And I don't care! Do you know what this means?!"

"Kind of, but tell me anyway!"

"It means that my career is finally taking off, duh!" Spencer was literally bouncing in happiness at this point.

Billy took a deep breath. Better to tell him while he's happy. "I... I actually have something to tell you too. I got a job offer. On Broadway."

Spencer stopped bouncing, and his smile no longer reached his eyes. "Wh... What?"

"Don't worry, I haven't decided anything yet, it's just... the role I was offered, it's... it's kind of a big deal. It's, um," Billy swallowed nervously and mumbled, "It's Pippin."

"Sorry, what?"

"Pippin. I got an offer to play the title role in Pippin."

Spencer didn't say anything for a moment. "That's... wow, that's a pretty... pretty big deal, alright," He replied, swallowing the lump that had suddenly formed in his throat. "I... You should go for it."

Billy looked at him, eyes widening in surprise. "Wh... you... you really think so?"

"Y-Yeah, of course I do! I mean, it's a huge opportunity, right?"

Billy ran his fingers through his hair. "Well, yeah, but-"

"Th-Then it's settled! Y-You'll go to New York and make your Broadway debut!"

"Spencer-" Billy started, looking greatly concerned and gently placing a hand on the other man's shoulder.

Spencer shrunk away from his touch, turning around and walking away briskly. "I... I have to call Jess, I'll see you later."

Billy opened his mouth to call out to him, but closed it as Spencer disappeared into his room, his shoulders sagging in sadness.

"Maybe that wasn't such a good idea after all," he mumbled to himself.

Meanwhile, Spencer slid down his now-closed bedroom door, curling up so that his forehead was resting on his knees.

Billy was going to leave him.

He was going to go all the way to New York, all the way across the country.

Spencer couldn't help the bitter tears that were falling onto his pants, nor could he help the painful aching sensation in his stomach.

He'd had his heart broken so many times before, but this time, it felt like he might actually just die from it.

* * *

Two weeks passed in the blink of an eye, and soon it was the night before Billy was to set off for the Big Apple. He was all packed, had a place to stay in NYC (he knew a guy. Said guy knew the truth about his 'death'), and had said his goodbyes to everyone.

Everyone except for Spencer, that is. Every time that Billy had tried to talk to him those past two weeks, the director had claimed that he was busy and didn't have time to talk to Billy.

Tonight, however, Billy refused to accept that.

"Why are you avoiding me?" Billy had demanded after Spencer had claimed he was busy for what had to be the twelfth time.

"I- I'm not avoiding you, I have a lot of work to do!"

"Bullshit. I called Shay, and she said that you're clear until preproduction, and that doesn't start for another month."

Spencer cringed, realizing that Billy wasn't falling for it anymore. "I... I just... I can't do this, goodnight Billy."

Billy grimaced and ran forward, catching Spencer by the arm. "No way, Christopher Brolan. You're not getting out of this until you tell me what your deal is."

Spencer bit down on his lip, tears beginning to burn in his eyes. "Let go of me."

"No. Not until you tell me what's wrong."

"Oh, I don't know, Billy. Gee, maybe it's because one of my best friends is abandoning me and moving clear across the country?!"

Billy recoiled in shock. "Wh- You're the one who told me to go!"

"I-I was trying to be supportive!"

"How is avoiding me supposed to be considered 'supportive'?!"

"It... it hurt too much, okay?! I didn't want to face the fact that you're leaving me, and- I can't do this, I just can't!"

Billy grit his teeth angrily and grabbed the other man's torso, spinning Spencer around in his arms so that he had to face him. "Why are you being so childish? This is everything I've ever dreamed of, and you're acting like I'm abandoning you! What is WRONG with you?!"

"I love you, moron, that's what's wrong with me!"

Billy's eyes widened in shock, his arms going slack. "Wh... What?"

Spencer covered his mouth, hot tears of humiliation slipping out of his eyes and down his brightly flushed cheeks. "I..."

Billy gently grasped the younger man's wrists, pulling his hands away from his mouth. "Did... did you mean it? Are you really... you love me?"

Spencer hesitated, then swallowed the lump in his throat and slowly nodded, fully expecting to be rejected.

Warmth spread over Billy's face and in his stomach, his heart beating so fast that he feared it might just burst right out of his chest.

Spencer loved him.

Spencer _loved _him.

_Spencer _loved _him._

Without another thought, the former rockstar leaned in, kissing the other man firmly. Spencer made a surprised noise in the back of his throat, but soon relaxed into the kiss, pressing against Billy and grabbing onto his shoulders. Billy, who gave him a pleased hum, slid his hands down the small of Spencer's back to his hips, then to the hem of his shirt, lifting it up slightly as he moved his lips to Spencer's jaw, kissing it lightly.

"Mm... ah, wait, B-Billy..." He protested.

"Why?" Billy replied teasingly, sliding his left hand up Spencer's shirt and brushing one of his nipples with his thumb, making his partner whimper.

"What... What about... Mallory?"

Billy paused, furrowing his brow in confusion. "What about Mallory?" He asked as he moved to look Spencer in the eyes.

Spencer bit his lip, cursing himself for being a good person. "Is... Isn't she, y'know, your girlfriend?"

Billy stared at him incredulously for a moment before bursting out laughing. Spencer cocked his head to the side, baffled at this unexpected reaction. He'd been expecting a lame excuse, not peals of laughter.

"I don't see anything funny about cheating on your girlfriend!" He scolded.

"Mal's not my girlfriend, Spencer."

Spencer blinked. "Wait, seriously?"

"Yeah. She's not even into guys." He smiled warmly at Spencer, cradling the other man's chin in his hand. "And even if she were, she's not really my type."

Spencer smiled shyly, blushing. "Oh, really? And just what _is_ your type, Mr. Cohen?"

"Well, let me think... hm, cute, yet undeniably sexy, sweet, but very stubborn, ooh, and brown eyes, brown eyes are always a good thing... Oh, and also I like directors with a tiny bit of stubble."

Spencer grinned, blushing even more as he pressed his lips to Billy's once more. The former rockstar resumed his previous action, this time removing the shirt completely and slipping his other hand into Spencer's pants. The director's breath hitched as his partner's fingers brushed against the base of his length, moaning into the other's mouth.

"Bil-_ly..." _ He whined as he pulled away slightly, biting down on his lip as his partner gave him a quick squeeze.

"Sh-Shall we move this to the bedroom?" Billy whispered, slightly breathless himself. Spencer nodded rapidly in response. The former rockstar grinned, relinquishing his hold on Spencer as he used his other hand to lead Spencer to the elevator. Once they were safely inside, the director pressed up against Billy, kissing him firmly.

"Heh, somebody's, hah, c-certainly an eager beaver," Billy quipped between kisses, grinding his hips against Spencer's.

"It's, ah, be... been a while..." Spencer managed to reply before Billy shoved their lips together, swiping his tongue over Spencer's bottom lip.

The elevator dinged as the doors opened, and Spencer yelped as Billy picked him up, holding him bridal style.

"H-Hey!"

"Hush, you." Billy replied as he nearly ran over to the bed, gently placing Spencer on the bed before getting on it himself, straddling Spencer as he undid the button and zipper on his jeans. Spencer frowned as his pants came off, covering Billy's hands as they started to pull off his boxers.

"What?"

"Nu-uh, no way, I refuse to be the only one who's naked here. Take off your shirt."

Billy looked startled for a moment, then smiled mischievously as he lifted his shirt over his head.

"Better?" He asked.

Spencer flushed, looking away. "I... I wouldn't mind if the pants came off, either."

Billy's grin only grew as he slid his own pants off, throwing them to the floor.

"How 'bout now?"

Spencer stared for a moment, then chuckled. "Nice undies, dude."

Billy frowned as he looked down at the bow-tie print underwear, then looked at Spencer's ghost print ones and chuckled. "Likewise, pal."

Spencer started to protest, but his words turned to a wanton moan as Billy leaned forward and slipped his hand into his boxers, gripping him with it as the other hand slipped the boxers off.

"Ya certainly know how to get a guy riled up, Spence," Billy whispered lustfully as he tugged on his partner's length gently.

"Y-You too," He whispered back as he slid Billy's own underwear off and brushed his palm against Billy's hardened cock, gasping in surprise. Billy wasn't exactly as well endowed as the one in Spencer's dreams, but he was certainly close.

Billy bit back a moan, then sat up, reaching over towards the nightstand. He opened it, rummaging around momentarily before finding the two things he needed and pulling them out, dropping the condoms next to him on the bed while holding the lube in his other hand. Unscrewing the bottle's cap, Billy let a generous amount of lube spill onto his fingers, closing it when he was sure he had enough.

"Is it... is it okay if I do it?" He asked tentatively. Spencer nodded furiously.

"Please do."

Billy nodded. Spencer shivered as the first finger went in, then the second, followed by the third. It was always an odd sensation, usually slightly painful, but when the tip of Billy's fingers brushed his prostate he couldn't help but think that it was oh so worth it.

"Nn... Billy, please! I need... I need..." He flushed beet-red, unable to articulate any more than that. Luckily, Billy seemed to understand him, removing his fingers. Spencer whined at the loss.

"Just one sec, love." Billy reassured him as he grabbed the line of condoms, pulling one off. Spencer sighed, lying back and closing his eyes as he waited.

After a few seconds of silence, he heard Billy start grunting, causing Spencer to open his eyes and look up at his partner, who seemed to be having trouble getting the wrapper off.

"Uh... need some help?" He asked playfully.

"N-No, no, I got this, just... ah!" He exclaimed as the wrapper finally tore open. "There we go! Just a second..."

"_Please _hurry," Spencer replied urgently.

Billy obliged him, rolling the sheath over his erection and turning to Spencer. "Ready when you are," He whispered.

"Now would be a good time, thanks."

Billy nodded, kissing the other man tenderly as he slid inside, purring once he was all the way inside.

"You... you okay down there?"

Spencer rolled his eyes. "I've done this before, dude, and anyway, I'm not made of glass."

Billy smirked, then, without warning, thrust into Spencer.

"OW! Hey!"

"What? You said you weren't made of glass!" He teased.

Spencer glared at him. "Well I'm not made of titanium, either!"

Billy chuckled. "Ok, ok, sorry."

After a few seconds, Spencer sighed. "Okay... now."

"As you wish."

Spencer bit down on his lip as Billy slowly started moving, gasping and clawing at the other's back when he eventually hit his prostate. "Th-There! Right there!"

"Gotcha."

Moans started escaping from both of them as Billy quickened his pace. Spencer bit down lightly on his partner's shoulder, his toes curling and his cock throbbing with pleasure. A familiar pressure started to build as the assault on his prostate continued, and he knew he was nearing his end.

"Billy... ah, nn, I think..." He struggled, trying to warn his partner. "I think I'm gonna-!"

"Y-Yeah, me too... nn, so close..." Billy looked Spencer straight in the eyes, then kissed him gently. Spencer was surprised by the intimacy of the moment; for him, sex had always been raw, always about the pleasure. He'd never felt like this before with anyone else.

He'd never loved someone like this before.

"Come for me, love," Billy whispered breathlessly, punctuating each word with a thrust.

"I... nn... Billy... BillyBillyBilly_Billy _fuck!" Orgasm tore through him, making him cry out as his seed spilled all over their stomachs. Billy followed shortly after, coming with a shaky cry.

After they both caught their breath, they looked at each other. Billy smiled down at him, kissing him lightly on the forehead before removing himself from Spencer, pulling off the soiled condom and tossing it in the nearby trash can.

"I love you too, by the way." He added as he laid down and pulled Spencer into his arms.

It wasn't an exaggeration to say that Spencer had never been happier in his life.

* * *

When Spencer woke up, he was alone.

"Billy?" He called, getting out of bed and grabbing his boxers off the floor, jostling the nightstand slightly. A piece of paper fell to the floor, and Spencer picked it up, curious.

_I'm sorry. I have to go._

_Love, Billy_

Spencer stared at the note in shock for a moment, re-reading it a countless amount of times, hoping it didn't mean what he thought it did.

"No..." He whispered, tears slipping down his face. He crumpled the note up angrily and tossed it into the trash, curling up as sobs escaped him.

* * *

"...Rivers belong where they can ramble, eagles belong where they can fly! I've got to be where my spirit can run free! Gotta find my corner of the sky!"

The audience went wild as Billy finished his song. He couldn't stop grinning; he was a star once again.

He was right where he belonged.

So why did he feel so empty?

**A/N: WELP.**

**By the way, this is why the chapter is titled 'Manhattan':**

_**You can have Manhattan, I'll settle for the beach. Sunsets facing westward and sand beneath my feet. I wish there's a way, just missing the days, when I was one half of two... You can have Manhattan, cause I can't have you.**_

**-Sara Bareilles, **_**Manhattan**_**.**

**Remember to review!**


	7. Things Change

**A/N: I'm back, baby! **

Spencer tapped his fingers on the desk thoughtfully, deliberately not looking at his computer screen.

He should _really_ be working on his newest film.

But he _really _didn't want to. It was part of his creative process, which could be summed up as "Procrastinate until the very last minute, then freak out because you waited until the last minute".

He could see why Shay's nickname for him was "Lazy Bum".

Spencer sighed, leaning back in his desk chair and running his hands through his hair as he spun around to face the TV. He rolled over to the nearby lazy chair, grabbing the remote off the armrest. With a click, the television came to life, playing a morning entertainment news show.

"... And in other news, _NCIS: San Francisco_ director and showrunner Kylie Wilson has announced that Tony-award winning actor Barry J. Cohen will be joining the cast this season as the hot-headed rookie Jack Marsden. Cohen, who won a Tony for his performance as the lead in the surprise hit musical _London Falling, _had this to say-"

"Booo..." Spencer jeered as Billy started to speak on screen, turning the TV off.

It had been five years since he and Billy had last spoken. He'd like to say he hadn't thought of Billy at all during that period of time.

He'd _like _to say that, but he had a feeling that his last three ex-boyfriends and ex-fiance would beg to differ.

"Excuse me, Mr. Wright?"

Spencer yelped, leaning back too far in his chair and making it fall to the floor. He moaned as he rubbed the back of his head and looked at the intruder, glaring when he saw who (or rather, _what) _it was.

"Cecil, I told you not to bother me while I'm working!"

The floating robot seemed to roll his one sensor/eye-thing. "I apologize, sir, but it appeared as though you were _not, _in fact, working, and instead jeering at the television. By the way, it does not appreciate your jeering."

Spencer glanced at the TV briefly before turning back to the robot. "Someday I'm gonna sell you for scrap metal."

"Very good, sir. Shall I inform the mistress of your intentions?"

Spencer's eyes widened as his anger turned to fear. He shook his head wildly. "N-No, no, don't tell Wendy! I was just kidding!"

"As always, sir, your sense of humour is rather dark."

Spencer muttered something about showing him who's dark, then swung his legs over to the floor, standing and pulling the chair up. "What did you want, Cecil?"

"You have a visitor, sir."

"Is is Shay, Mal, Raj, or Lolo?"

"No, sir. He is not registered in my identity bank."

"Is he trying to sell me something I don't need?"

"I don't believe so."

"Is he a Mormon?"

"He is not dressed like the other Mormons that came here. Besides that, I have made it very clear that they are not to return to this address ever again."

"Hmm," Spencer mumbled, grabbing a pen and the script he was supposed to be reviewing. He chewed on the pen cap idly for a moment before speaking again. "Tell him to fuck off, I'm busy."

"In those exact words, sir?"

"In those exact words."

"Very well, sir." The robot turned and floated away with a faint buzz, and Spencer couldn't help but grin. It wasn't so bad having a sentient security system sometimes. Sometimes it was downright awesome.

"Sir?"

And sometimes it was downright annoying. "I'm actually working this time, Cecil."

"I can see that, sir, but the gentleman at the door refuses to leave."

Spencer groaned. "Then call the cops!"

"He does not seem dangerous, sir. In fact, he seemed rather remorseful when he asked about you." With a faint whir, an audio file began playing.

"_Look, brobot, I know that you're just following orders, but I _really _need to see Spencer. Please, just... just ask him for me, okay?"_

Spencer froze, the pen falling out of his hand.

"Oh my god..." He whispered, unable to think or move.

"Sir?"

Without warning, the director jumped out of his chair, running out of his office with a frantic look on his face.

"Should I still call the authorities, sir?" Cecil inquired as he raced to keep up with Spencer.

"No! Just... unlock the door!" Spencer shouted as he reached the entrance hall.

"Very well, sir." A low clicking sound came from the lock, and Cecil emitted a shrill beep when Spencer flung it open.

Billy looked at him, eyes wide in surprise upon seeing his former best friend hunched over and out of breath. "Uh... hey?"

Spencer held up one finger. "G-Give... me... a sec..."

The actor started to worry. "Are... are you okay? Should I call an ambulance or something?"

The director straightened his back slowly , his breathing becoming more even and normal. "I'm fine, just... hoo, I need to work out more or something..."

Billy laughed quietly at that for a moment, then became a bit more somber. "So, um... how... how are things?"

Spencer swallowed hard, then rubbed the back of his neck awkwardly. "Oh, y'know, they're... they're going well. Working on a new movie, and... well, I don't think it's good as the last one..."

"Well, the last one DID kinda dominate the Oscars... oh, um, congrats, by the way, Mr..." Billy paused, then punched Spencer's arm lightly. "Mr. Academy-Award Winner. Best Director _and _Best Picture, not to mention all the actors..."

Spencer rubbed his arm, even though it didn't actually hurt. "Y-Yeah, well, you too, Mr. Tony Award Winner. Best Performance by a Leading Actor in a Musical, that's... that's a pretty big deal."

Billy smiled at him again. They said nothing for a moment, just stared at each other in an uncomfortable silence. Spencer cleared his throat, then gestured inside the house.

"So... do... do you want to come in?"

"... Sure."

Spencer smiled tentatively before walking inside, Billy following closely behind.

"Shall I shut the door for you, sir?"

Billy jumped, looking around in confusion. "Where did _that _come from?!"

"Hmm? Oh, that's just Cecil. Yeah, please do."

"Who the hell is Cecil?" Billy asked incredulously as the door shut behind him.

"That would be me." The system replied, floating over to face Billy and Spencer. "Might I have your name, sir?"

"Uh..." Billy swallowed nervously. "B-Barry. Barry J. Cohen."

"Very good, Mr. Cohen." The robot turned to Spencer. "May I offer any additional services, sir?"

"Yeah," Spencer said absently as he walked through the door to his office, "If she gets home early, tell Wendy I'm in an important meeting. And don't bother us."

"Yes, sir." With that, the machine floated away, leaving Billy and Spencer alone in the room.

"So..." Billy started as Spencer closed the door. "That's new."

"What is?"

"The, uh," The actor gestured helplessly. "The robot."

"Cecil? Oh, yeah, he's our security system. Wendy gave him sentience. Don't ask me how."

Billy was about to ask just who the hell Wendy was, but the look on Spencer's face made him close his mouth and leave the inquiry unspoken.

"Why are you here, Billy?" Spencer asked after a moment. His voice was so cold and bitter that it nearly made Billy flinch.

He leaned back on the desk, looking at his feet. "Er... well, I got a new job-"

"On _NCIS: San Francisco_, I know."

Billy blinked. "How did you know _that? _It was only announced, like, an hour ago!"

Spencer blushed a bit. "I... heard something about it on TV..."

The actor grinned. "I didn't know you liked daytime news shows."

"I-I don't! It was on when I- Why am I explaining myself to you?! A-Anyway, that's not what I meant! I meant, what are you doing here at my house?!"

Billy opened his mouth to reply.

"And don't say that it's your house, I own it!"

He closed it, swallowing hard again. "... I guess... I guess I just wanted to see you." Billy rubbed the back of his head. "I missed you, y'know."

Spencer looked away, refusing to meet his former friend's eyes. Billy sighed, walking over to him and putting a hand on his shoulder. "Spencer, I'm sorr-"

"Don't."

Billy recoiled, lifting his hand. "What?"

"Don't... d-don't you dare say that you're sorry, because that's not nearly enough. Do you realize what you did to me? You let me think that you loved me, and then after we slept together you left me." He turned to Billy, a mix of pure rage and pure sorrow filling his eyes. "You can't even _begin _to imagine how I felt when I woke up and you were gone. I... I was in _love _with you. I loved you more than I had ever loved anyone, and you left me!" Hot, angry tears started to spill out of Spencer's eyes.

"I know, I know, I screwed up, and I'm really, really so-!"

"NO! Don't- Don't _do _that! You have _no idea _how that feels! It was like you tore my heart out of my chest and left me to bleed out on the floor! I... I _trusted _you, and you-!"

"Spencer!" Billy cried, grabbing the other man by the shoulders. Spencer froze, tears still streaming down his face as he looked into Billy's eyes.

"You have every right to be mad at me! I was horrible to you, and I'm sorry! I'm so, so sorry! I... I thought I was making the right choice, going to New York, but once I got there, I... I just missed you so much. I missed your laugh, your smile, your voice, your... everything. I hate how I treated you, and... and I hate myself for leaving you." His grip loosened on Spencer. "I'd do anything to be with you again, or at least to have you forgive me, but..." He looked into Spencer's eyes, swallowing the lump in his throat as tears started rolling down his cheeks. "I understand if you hate me. I deserve it."

With that, he let go of Spencer completely, taking a step back. "I'll... I'll go, if you want me to. I just wanted to tell you that I'm sorrmmph!"

Spencer cut him off, putting his hands on Billy's cheeks and slamming their lips together. Any and all anger he had felt had long since seeped out of him, replaced by the realization of just how much he had _missed _Billy. It wasn't exactly a _new _realization; he'd missed Billy every single day for the past five years, but it wasn't until just then that it had hit him all at once.

Billy was still for less than a minute before he reacted, putting his hands on his partner's hips and pulling them towards his own. Spencer moaned into his mouth before swiping his tongue over Billy's lips. Billy responded by slipping his hand beneath Spencer's shirt, grinning when he made Spencer gasp into his mouth when he brushed his thumb past one of his nipples. He pushed Spencer up against the wall, moving his hand to gently palm at his partner's rapidly hardening crotch.

"B-B... Billy..." Spencer moaned as he pulled away from the kiss, wrapping his arms around Billy's torso, gripping at his shirt.

"Christ, Spence..." He mumbled, shifting his partner around. "Sh-Should... Should we take this upstairs?"

"No!" Spencer cried out quickly. "Wendy might be home!"

Once again, Billy wanted to ask just who in the fuck this Wendy girl was, but one look at Spencer's deliciously flushed face, wide brown eyes brimming with lust, and those red, slightly swollen lips, and he forgot all about it. "Then... then what should we-?"

Spencer leaned forward, cutting him off with another kiss. Billy complied immediately, slipping his tongue past Spencer's lips, pulling away moments later to unbutton and slip Spencer's shirt off and toss it to the side.

"Mmph... Billy..."

Billy kissed his lips once more before moving to his jaw, followed by Spencer's neck, kissing his way down his partner's chest. Eventually, he dropped down to his knees, pausing. Spencer looked down at him, confused.

"What... What are you doing?"

Billy simply grinned up at him, his hazel eyes dark and filled with lust. Wordlessly, he unzipped Spencer's pants, pulling them down so that they pooled around his ankles. The actor smiled up at his partner once more before turning his attention to the rather noticeable tent in his boxers.

"Billy," Spencer started slowly, swallowing the lump in his throat. "Billy, what are you do-aaah!"

With a smile still playing on his lips, Billy leaned forward, kissing the tip of Spencer's penis through his boxers, making Spencer cry out as he swirled his tongue around the still-clothed head.

"A-Ah! B-Billy, Billy, dammit, don't-" Spencer bit down on his bottom lip in an effort to stifle a moan. He suddenly realized that he was humiliatingly close to climaxing in his boxers like a teenager rather than a man in his late twenties. "Billy, _please, _I don't- I don't exactly have a pair of boxers just lying around my office!"

With a small sigh, the former rockstar removed his mouth, pulling Spencer's boxers down just enough for the director's aching erection to be freed from its cloth prison. Spencer sighed in relief at the sensation of the cool air on him, then gasping when Billy resumed his previous action, licking a fast, wet stripe up his throbbing cock before wrapping his lips around the already-leaking head. The director moaned as Billy took his length into his mouth agonizingly slowly, threading one of his hands through the actor's hair while covering part of his burning face with the other. Billy hummed as he took in inch after inch, moving his hand to caress his partner's balls.

"B-B... Billy..." Spencer managed to force out, "Billy, I think... I'm gonna come!" He cried out, trying to warn his partner. If Billy heard him, he didn't seem to care, as he kept on moving his mouth up and down the shaft and fondling Spencer's testicles, on and on until Spencer finally climaxed in his mouth with a wail. The director moaned, then paused when he heard a few gulps in quick succession.

"Are... are you seriously _swallowing _it all?"

With a final swallow, the actor released Spencer's penis, wiping at his lips. "Maaaaaybe."

Spencer groaned in embarrassment, covering his face with his hands. "God, you are _so... _I don't even think there's a word for it!"

"You didn't seem to mind just a few seconds ago." Billy teased, leaning in and kissing Spencer's cheek playfully.

"... Billy?"

"Yeah?"

"What's poking me?"

Billy paused, then flushed bright red, pulling away and rubbing the back of his head awkwardly. "Heh... uh, sorry."

"It's... it's fine." Spencer replied, smiling at him in what he hoped was a reassuring manner.

There was a slightly awkward pause for a moment before Billy jerked his thumb towards the door.

"So, uh, I'll... I'll just go take care of this-"

Spencer blinked as he pulled his pants back up.. "What? No, no, don't- I can... um..."

The actor flushed even more. "Er... you don't have to-"

Spencer stepped closer to his former friend, rubbing the other man's crotch lightly. "Billy," he cooed quietly, "Billy, let me help."

Billy couldn't help the surprised gasp that escaped his throat. "Ngh, S-Spencer... I..."

Spencer backed away just a tiny bit, taking Billy by the hand and leading him over to his desk chair, turning him around and pushing him into the chair.

"Spencer, what-?"

The director unzipped his partner's jeans, pulling down both his pants and boxers. "I firmly believe in give and take." He replied firmly before getting down on his knees, leaning over and kissing the tip. Billy cried out, throwing his head back.

It didn't take much more for Billy to finish; he had already been nearing climax before Spencer had even gotten his mouth around his penis. Within a couple of minutes the actor came with a shaky wail, his cum filling his partner's mouth. Spencer moved quickly, grabbing a handful of tissues from the box on his desk and spitting into it, gagging a bit before finally tossing the mess into the trash.

After a moment, they both stood, Billy pulling up his pants and zipping them. The pair stared at each other for a moment, feeling rather awkward.

"Sooo..."

"Sooo... now what?"

"Sir?"

Cecil's voice caused both of the men to jump suddenly. Spencer glared at the ceiling.

"Cecil! I told you not to bug us!"

"How is he _doing _that?" Billy asked incredulously, pointing upward.

"I am a security system at my core, Mr. Cohen. Surveillance is my primary function."

"... What the FUCK did you do to my house?"

"My house now, remember?" Spencer sighed. "What is it, Cecil?"

"I'm afraid that the mistress is in trouble again. I've just received a call from the counselor."

Spencer groaned. "Seriously? I swear, that girl is going to make my hair turn grey by the time I'm thirty." He sighed as he opened the door, running his hands through his hair in exasperation. He made his way into the kitchen, grabbing his car keys off the kitchen counter.

"Okay, I gotta know: Who in the hell is this Wendy girl you keep mentioning?" Billy hesitated. "Is she, like, your girlfriend or something?"

"What? No! I'm still gay, dude, that hasn't changed."

Billy couldn't help but breathe a sigh of relief. "Who is she, then?"

Spencer opened the door, pausing briefly. "She's... she's my daughter."

Before Billy could react, Spencer slammed the door shut, leaving him slack-jawed in the entrance hall.

"Mr. Cohen? Are you alright?"

"... I... I think I need to lie down for a while."

* * *

"So... your name is Cecil, huh?" Billy asked as he laid down on the sofa.

"That is correct, sir."

"And you're... some kind of security system?"

"Correct again. However, I also regulate the house's other functions, as well as send orders to the other service androids. I also function as an armory control unit and a system control program for a high-tech armour."

Billy blinked, sitting up. "Like Jarvis from the Marvel movies?"

"I suppose you could say that, yes."

Billy hesitated for a moment. "So... _is _there an armour, or-?"

"Presently, no such creation exists in completion."

The actor sighed in disappointment, laying back down heavily. "Should've guessed..."

"Mistress estimates that particular project will require at least three more years before it is ready to test." Cecil continued matter-of-factly.

Billy's eyes went wide with surprise before he let out an excited squeal. "Sweet mother of monkey milk that is _so COOL!" _ He paused again. "Wait... Mistress refers to-?"

"Miss Wendy Sofia Wright. She is responsible not only my own sentience and capabilities, but for those of every robot in this house."

"Okay, yeah, sure. So how much of your sentience is thanks to Spencer?"

"Mr. Wright did not partake in any of the upgrades. He is a brilliant director, but I'm afraid he gets a bit... lost when it comes to the intricacies of robotics."

Billy blinked in bemusement. "Wait, seriously? He didn't do _anything?"_

"Outside of repurposing one of the garages as a laboratory? No."

"... Just... Just out of curiosity, how old is Wendy?"

"Mistress Wendy is currently seven years of age."

"You're... you're fucking with me, right? You honestly expect me to believe that a kid who's less than a decade old turned my old house into a smaller version of Stark Tower?"

"I am being entirely straightforward with you, sir. However, if you do not wish to take my word for it, I have footage of the moment of my activation."

"You have footage from then?"

"I am, at my core, a surveillance system. In this house, I am omnipresent, recording every moment of everyday in every corner of the house."

Billy paled nearly instantly when he realized the implications of this statement. "W-Wait, you... you didn't... y'know... record what happened earlier, did you?"

"I am constantly recording; you'll need to be more specific."

The actor swallowed uncomfortably. "You didn't record Spencer and I... in the office... y'know..." To emphasize his pointing, he rubbed his fingers together. "Doing the dance with no pants?"

Cecil seemed to stare at him blankly. "Sir," He started slowly, "I was programmed by a seven-year-old. While I do have an extensive knowledge of human needs and behaviors, my knowledge of innuendo is severely lacking. If you wish for me to comprehend your meaning, you will need to be more straight-forw-"

"Did you film Spencer and I having sex?!" Billy finally blurted out, his face completely red. He'd never been more mortified in his life.

The robot sighed and seemed to roll his eye-sensor thing. "No. I may be made of circuits, but I _do _have _some _sense of decency."

Billy breathed a huge sigh of relief. "Oh thank god."

"Indeed, sir. Now, would you still like to see that footage of my activation, or...?"

"Oh, yeah, sure." He swung his legs over so that he was sitting upright on the couch.

Cecil emitted a low-pitched tone, buzzing as he floated so that he was on top of the coffee table, shaking a bit before his eye-sensor turned bright blue. Without warning, a rectangle of light the same color blinked into existence, black and white static filling the area.

"Holy-!" Billy exclaimed, pushing back against the couch in shock.

With another buzz and a blink, the screen went dark, remaining that way for only a moment before a clock appeared in the top-right corner of the screen.

"_Testing, testing... Ahem. Hallo, System One. Can you hear me?" _A young, female voice asked, her accent strong. It appeared to be Eastern European.

"_... Calibrating... calibrating... Hello."_

The screen burst into color, a young girl's face in the center. She grinned widely, her reddish-brown hair soaked with sweat and sticking to her face. Her bright green eyes sparkled with glee.

"_большой-! I mean great! Hm... What to name you..." She snapped her fingers. "I know! From now on, you are named Wictor!"_

"_Wictor." _The unseen Cecil repeated flatly.

She blinked. "_No, _Wictor_."_

"_Wictor."_

She groaned, slapping her palm to her forehead. "_Ugh, newermind. I'll just call you Cecil."_

"_Cecil."_

She sighed, then turned to face something offscreen. "_Carlos, record that project number forty-sewen is success."_

"Who's Carlos?" Billy asked.

The entire screen was covered in a rose-colored tint. "Only the most wonderful, beautiful, _perfect _supercomputer ever programmed-!" He paused, then closed the screen, his eye-sensor turning bright pink. "I-I mean no one. No one at all."

Billy raised an eyebrow, looking at him with skepticism. Before he could voice his doubts, however, the front door opened with a slam, a young girl storming inside. Her right eye was swollen and black, a tissue stuck up her nostril.

"So vhy don't you sell me and buy stupid purse dog instead?!"

"At least the _dog _wouldn't pick fights with every kid in the school!" Spencer retorted angrily as he came in, slamming the door behind him.

"That is because dumb dog vould not _go_ to school, _stupid_ man! I bet you vould like it better, because it vould be _nicer_ than me _too_!" She screamed as ran up the stairs.

"And _quieter!"_

"Go ahead, you'll love it more because it's _stinky_ like _you_!" The girl cried furiously before slamming the door to her bedroom.

"GO TO YOUR ROOM!"

The door opened. "I'M ALREADY _IN _MY ROOM!" It slammed again.

Spencer grit his teeth, pulling at his hair. Billy got up from the couch, grabbing a pillow and walking over to the director.

"Here." He said simply, holding the pillow out to him. Without a word, Spencer snatched the pillow away from him, pressing it to his face and letting out a rage-filled scream. He must have hollered into the cushion for at least a minute, because by the time he finally dropped it, he was panting heavily, his face bright red.

"T... Thanks..." He mumbled, handing the pillow back to Billy.

"No problem," Billy replied coolly as he took the pillow and strolled leisurely over to the couch. "So, that was Wendy, huh? She seems... spirited."

Spencer blew a half-hearted raspberry. "Try 'hot-headed'. She's constantly picking fights with kids twice her size, and this time it got her suspended for two whole weeks." He sighed tiredly, sitting down on the couch and running a hand through his hair. "Honestly, I just don't know what to do with her sometimes."

Billy sat down next to him, neither looking over at him nor offering any comments.

"So... I'm guessing you don't feel like talking about us? About... where we stand?"

Spencer didn't say anything for a moment. "... Billy, I don't think that... I don't think I can be anything except your friend right now. I mean... I do still have feelings for you, but..."

"But you can't trust me." Billy finished for him. The director looked up at him and nodded sadly.

"I'm sorry."

Billy gave him a smile that didn't quite reach his eyes, patting Spencer's knee affectionately. "It's... it's fine. I wouldn't trust me either." He turned away, jerking his thumb in the general direction of the stairs. "So... you gonna go see Wendy?"

The director sighed, getting off the couch. "No. I'm gonna go order pizza."

Billy blinked. "Why?"

"I've found that in these situations, a peace offering is required."

* * *

Spencer opened the door to his daughter's door just enough to stick his head in, balancing the plate of pizza in one hand.

"Hi."

Wendy looked up at him, pushing the blueprints she was working on to the side of the bed. "Hey."

He opened the door all the way. "I brought you some pizza. You hungry?"

"... Sure."

Spencer smiled as he walked over to the bed, placing the plate on her bedside as he sat down next to her.

"... I'm sorry about vhat I said earlier."

"I'm sorry about what I said too."

"I like you better vhen ve're not fighting."

"Me too."

She sniffed. "A-And you like me better than stupid purse mutt, right?"

"Oh, sweetheart," He pulled her into his arms, stroking her hair gently. "Of course I do. You're my little girl; there is _nothing_ you could ever do that could ever make me stop loving you."

"P-Promise?"

"I promise."

"E-Even if I get into a thousand fights?"

Spencer smiled and kissed the top of her head. "Even if you get into a _million _fights."

She giggled, then wrapped her arms around his neck. "I love you, Daddy."

"I love you too, Wendy."

**A/N: The quoting of Lilo and Stitch was accidental on their part.**

**Just a warning: Expect updates to be more sporadic in the coming months. I start school on Monday, and 1) it's my senior year of high school, and 2) I'm enrolled in a dual credit English course, which means it's technically a college level class. So, yeah. If you don't hear from me, it's because I am buried under tremendous amounts of homework.**

**Remember to review~!**


	8. More than Memory

**A/N: This chapter is coming to you a little earlier than expected, partially because I really really wanna write this part because thinking about it makes me happy (the first part anyway), but also because I forgot to mention something: the ask blog I run. It's called askthedirectoranddaughter, and it's basically an AU from my Fic **_**Forgotten, **_**except that in this story Billy didn't move on. I got a few reviews concerning Wendy being the same character, and I realized that I forgot. No more writing late at night, haha.**

**(If you still have doubts, read the latest post on the aforementioned blog)**

**Anyway! Enjoying the Billy and Wendy bonding!**

Billy yawned as the elevator doors opened, stumbling sleepily into the kitchen. He had barely gotten any sleep the previous night, and what little he did manage to get had been fitful, full of dreams of what might have been if he hadn't been an idiot five years ago. He'd told Spencer that he understood why he didn't want them to be together, and although that wasn't at all a lie, it was still painful to know that the other man didn't feel he could trust Billy.

He'd expected it, of course. Hell, he had expected to be thrown out immediately, or yelled at, or... really anything except for what had _actually _happened. He supposed that was part of what made Spencer so perfect to him; he was always a little bit unpredictable.

It was part of the reason that he'd fallen in love with Spencer.

It was part of the reason he was _still _a little bit in love with Spencer.

He sighed sadly, opening the door to the refrigerator in an attempt to find breakfast.

"доброе утро- I mean, good morning."

Billy screeched in shock, jumping and hitting his head on the ceiling of the fridge. "Dammit!"

When he turned around, Wendy gave him an amused look from her spot at the counter. Her right eye (which had been black and nearly swollen the first and last time Billy had seen her in person) was now covered by a bandage, and her nose was purple around the nostrils. In front of her was a small mess of wires and circuits, her almost-finished breakfast having been pushed off to the other side of the counter.

"Jesus, kid, don't you know better than to sneak up on people like that?!" Billy scolded as he rubbed the back of his head gingerly.

"I hawe been sitting here since sewen tventy-tvo this morning. If anything, _you _are the one vho vas doing the sneaking." Wendy deadpanned as she went back to her project. "Nice pyjamas, by the vay."

Confused, Billy looked down at his pants, frowning when he realized that they were those Star Trek pyjamas his sister had given him for his 27th birthday. "Oh, ha, ha. I see that your father has had time to teach you sarcasm."

"It's more like instinct in my case. Vho are you, anyvay? Dad's newest boyfriend?"

Billy smiled, then frowned as he remembered the previous day's conversation. "Well... not exactly. More like... an old friend, I guess."

The inventor glanced up at him, looking skeptical, but said nothing of it.

"Oh, um, my name's-"

"Barry J. Cohen, I know. I vatched the Tony's vith Dad. Congratulations."

Billy smiled. "Heh, thanks, ki-"

"You are also knovn as Billy Joe Cobra, the famous dead rockstar, yes?"

The actor went pale as a sheet in record time.

"I'm Wendy, by the vay."

"H... How did you-?!"

"Please. A different haircut and some gray hairs is rather lousy disguise. I'm sewen, not stupid."

"B-But I-!" Billy blinked. "Wait... what gray hairs?"

"You hawe not noticed? They are all ower the place!"

Billy started to panic, brushing as much hair as he could in front of his face. "No, I didn't! I can't... I'm only thirty-seven! Mom didn't start going gray until she was... she was..." Billy faltered when he saw the mischievous smirk on the girl's face.

"Gotcha."

Billy glared at her. "That wasn't very funny."

"It was a little funny, sir." Cecil commented as he floated into the room.

"Not helping, Cecil."

"I am not attempting to be helpful, Mr. Cohen."

Billy made a small, frustrated noise in the back of his throat. "Alright, here's something that you _can _help me with: what time is it?"

"Nine twenty-one, sir." He replied.

"You tell him ewen though there is clock that he vould see if he only turned his head a mere tventy-three degrees to left." Wendy commented, not looking up from her project.

Billy shot her another glare, then rubbed his chin thoughtfully. "Huh, I guess that means that Spence already went to work..." He looked at Wendy again. "Wait, doesn't school start at like eight thirty?"

"Eight forty-fiwe. Not that it matters, as I hawe been suspended."

"Oh, yeah. What did you do again?"

"I broke pig-headed fifth-grader's stupid нос."

Billy stared at her blankly.

"That means nose." She clarified as she snapped the metal shell of the project together. Once she was sure that the small robot was put-together correctly, she got off of her barstool, setting it down on the floor gently.

"You may vant to step back."

"Why?" Billy asked carefully, bemused by this suggestion.

"Project is new. Is unpredictable. There is chance that it vill burst into flame, or explode into million tiny pieces."

"WHAT?!"

Wendy grabbed his arm, pulling him behind the safety of the marble-topped counter before going and dragging a barstool behind it. "Cecil, activate security protocol 'Big Boom'."

With a small click, a box of perfectly polished plexi-glass popped out of the ground, surrounding the robot as Wendy climbed onto the stool, reaching over and grabbing a small remote.

"WHAT THE FUCK?!"

"Language. Preparing to test in three, tvo..."

Wendy pushed the button, and the tiny robot whirred to life inside the glass. It beeped faintly, taking a single step forward, followed by another, before stopping entirely.

"Uh..." Billy asked after a moment. "Shouldn't it be... y'know, doing some-"

Suddenly, the robot's head started to spin uncontrollably, followed shortly by its torso. It began to beep frantically, becoming louder and louder. After a moment, it stopped moving entirely, the beeps slowing to become just one long, drawn-out whine before the machine proceeded to explode.

"HOLY-!"

The box disappeared into the ground with a loud thump. The area that had once been inhabited by the robot was immediately swarmed by a herd of robotic fire extinguishers, followed shortly by what looked to be an automatic toy dump truck taking the charred remains away, which was in turn followed by a Roomba-like robot that scrubbed the black stain out of the tile.

"Hmm. Vell. _That _didn't vork."

"'Didn't vo-' I mean 'work'?! The thing _exploded! _The floor caught on fire!"

"Vhy do you think I created clean-up crew?" She replied, running her hands through her hair and sighing. "Looks like it's back to draving board-!"

A loud click signalled the TV turning on in the other room, making Wendy pause. "Or not." She said as she walked into the living room.

"Where are you going?"

"My show is on!"

Curious, Billy followed her, sitting down next to her on the couch. He remained quiet as the show began, then grinned hugely as a few familiar faces came on screen.

"Oh, hey, Teenage Mutant Ninja Turtles! I used to watch this when I was a kid!"

Wendy looked at him incredulously. "This show came out vhen I was less than year old. You couldn't hawe vatched it as child."

"Well, yeah, _this _version. The one I watched as a kid was the original, the 1987 cartoon."

"Really?"

"Yeah, it was the best! Well, okay, it was pretty bad by virtue of being a cartoon from the late 80's, but I was also, like, five or six." He jumped up from the couch. "Hey! I think I still have the series on tape!"

Wendy cocked her head to the side. "'Tape'? I do not understand how sticky glue-substitute is relewant."

"Not _that _kind of tape! Like on a VCR?"

She gave him a blank stare.

"Er... The thing people watched movies on before DVD or Blu-Ray?"

More blank starting.

"... It kind of revolutionized home entertainment?"

"I vas born in 2011, I don't know _vhat _you're talking about."

Billy just sighed, then started towards the elevator. "Just stay here for a minute, I'll get the tapes and you can see the turtles _I _grew up with!"

Once he was gone, Wendy turned her attention back to the CGI turtles.

"_But_- _what's_ _really important is that we all did our best. Good job everyone!" _Raphael choked out hurriedly onscreen, gasping in relief and stumbling forward once Splinter released him. Both the master and Wendy chuckled at that.

The phone rang, and Wendy sighed, grabbing the remote and pausing the show before getting up and picking the phone up.

"Hallo, Dad. I like your new boyfriend."

She could hear her father choke on his own spit on the other end. "B- Boyfriend?! He's- Billy's- er, _Barry's _not my boyfriend!"

Wendy rolled her eyes. "First of all, I already know that he's dead rock star man. As I told him earlier, I'm sewen, not stupid. Secondly, he should be. He's funny and he likes ninja turtles. Plus, he's rather obwiously in love vith you."

More choking. "_WHAT?! _How can-?!"

"How can I tell? Vhen I asked him earlier if he vas new man in your life, he smiled, then looked rather sad before telling me no. An old flame, yes?"

His silence confirmed her suspicions.

"I'm guessing it ended badly, but so suddenly that nothing got vorked out?"

"... Yeah."

"Hmm..." Wendy responded. "And you're still a little in love vith him, da?"

Spencer choked again. "WHAT?! NO!"

"You are, aren't you?" Wendy teased.

Spencer groaned. "I... No!" He paused. "Yes..." He mumbled after a moment. "Probably more than just a little."

"Mm. Vell, if it helps at all, I like him better than prewious men."

"I thought you liked Jonah."

"I tolerated him. You vere going to marry him, I didn't see a reason to be acting like I hated him."

Her father sighed. "Well, anyway, I was just-"

"Calling to make sure that I am still aliwe?"

"Pretty much." There was a muffled call in the background. "I gotta get back to work. Say hi to Billy for me, okay?"

"Okay. Love you."

"Love you too. Bye."

"Bye." Wendy clicked 'hang up' just as the former rockstar came blundering down the stars, overstuffed cardboard box in his arms.

"Found 'em! I even found my old VCR!"

"So _that's _vhat that looks like!"

Billy grinned at her as he set the box down heavily, pulling out the machine. "This could take a couple of minutes."

One hour and at least two new blueprints later, Billy had finally set up the VCR.

"You know that it vouldn't hawe taken half as long if you had let me help, right?" Wendy commented as Billy turned the TV on.

"Hey, you didn't even know what a VCR _was _an hour ago!

"... Touche." Wendy turned her head, narrowing her eyes in confusion. "Vhy is it doing that?"

"Doing what?"

She pointed at the machine. "The clock, vhy is it blinking like that?"

"Oh, that. See, VCR's came with a clock built in, but nobody could ever figure out how to change the time on it, so they all just blink twelve all the time."

"Shouldn't something like that be in manual?"

"Pfft. Like anyone reads those things." Billy scoffed. "Alright, kid, here we go."

They sat in relative silence for quite some time ("Vhy does Raphael sound like Donnie?" "Because Rob Paulsen, now _shh!")_. After about three episodes, though, Billy felt a sudden, lingering pressure on his shoulder. When he turned his head, he found Wendy, fast asleep and clutching a Donnie plush.

"Hey! Kid, what the-!" He paused, then smiled. "Aw, you're too cute to be mad at."

Wendy let out a loud, nasally snore.

"... Cute-looking, at least."

She snuggled in closer to his arm, mumbling something about bones and robots.

"You're pretty weird, kid." He said quietly as he replaced his arm with a pillow. "But then again, so am I."

* * *

"Don't even think about it."

Spencer didn't need to turn around to know that the pair were frozen in place.

"I thought you said he wouldn't notice!"

"He usually doesn't!"

"I can hear you, you know." Spencer sighed, turning to face them. Billy and Wendy looked up at him, wearing matching nervous smiles.

"I told you two, no eating until everyone's here. This is supposed to be a celebration for Shanilla. You know that she worked really hard to pass the bar exam!"

"Well, actually-"

"Shut up, Billy, you don't count."

"But Daddy," Wendy started, "We're huuuuungry."

"Yeah, huuuuungry!" Billy agreed.

"_Huuuuuuungry." _They groaned simultaneously.

Spencer's hand flew up to his face. "Why do you only ever call me Daddy when you want something?"

"I never call you Daddy. Do you want me to start?" Billy teased, wiggling his eyebrows suggestively.

"Not. Talking. To. You. Buttmunch."

The doorbell rang, and Spencer sighed again.

"Look, just do me a favor and get the door. It's probably Rajeev and his girlfriend; they said that they were gonna help out."

"Ah, so finally I'll get to meet this mysterious girlfriend. I've been wondering what woman could be crazy enough to go out with the guy." Billy commented as both he and Wendy stood, heading towards the front door.

Wendy ran up to the door, pulling it open. "Hi, Raj- Shay? You are early!"

"Well, I got finished with my paperwork ear- Billy?" Shanilla's eyes widened the moment that she saw Billy.

He swallowed nervously. "U-Uh, hey, Shanilla! It's... It's been a while, huh?"

Shanilla's eyes narrowed, and she handed her purse over to Wendy. "I don't suppose you remember our little _chat_ from when Spencer first fell in love with you, do you?"

Billy tried to smile. "U-Um... y-you mean that one about occasionally having to take out the trash?" He managed as Shanilla got dangerously close to him.

"Uh-huh." With that, the lawyer lifted her right foot, slamming it down on Billy's foot.

He screamed in pain, then clenched his mouth shut, gripping his pants as his eyes watered.

"I thought I made myself abundantly clear what I'd do to you if you hurt Spencer."

"Y-Y... You did... shit..."

Wendy sighed, running into the kitchen to grab some ice.

* * *

Billy sighed heavily, leaning back in his chair.

His foot still hurt, but not so much that he couldn't walk. Still, he was going to hide out in his room until more people arrived, because Shay wouldn't be so abrasive as to do something like that again when other people were around.

Also he wanted to sulk because Spencer wasn't sympathetic to his plight.

He looked up, then over, then groaned.

"I'm soooo booooored."

He paused, then turned in his chair, glancing at the guitar on the wall. Billy grinned, getting out of his chair slowly and pulling it off the wall.

"I am what you want me to be, and I'm your worst fear, you'll find it in me," he sang as he started to play. "Come closer, come closer."

He lifted his leg onto the chair. "I am more than memory, I am what might be, I am mystery. You know me, so show me."

Without missing a beat, the former rock star turned on one of his stereos. "When I appear, it's not so clear if I'm a simple spirit or I'm flesh and blood. I'm alive, I'm alive, I am so alive, and I feed on the fear that's behind your eyes! And I need you to need me, it's no surprise! I'm alive... so alive... I'm alive..."

Billy kept on singing, swaying his hips as did. He was so lost in the music that he didn't notice the door creaking open behind him.

"... And though you made me, you can't change me! I'm a perfect stranger who knows you too well! I'm alive, I'm alive, I am so alive, and I'll tell you the truth if you'll let me try! You're alive, I'm alive, and I'll show you why I'm alive... so alive... I'm alive! I'm right behind you! You say 'forget' but I remind you! You can try to hide, you know that I will find you! Cause if you won't grieve me, you won't leave me behind! Oh-woah..."

If he had turned around, he would've seen her.

"Woah... woah... no, no, no! I'm alive, I'm alive, I am so alive! If you climb on my back, then we both can fly! If you try to deny me, I'll never die! I'm alive, so alive! I'm alive! Yeah, yeah! I'm alive! I'm alive! I'm alive! I'm alive!"

He took a deep breath, grinning. "Still got it."

"B... Baruch?"

He froze, his eyes widening.

That voice... it couldn't be...

Could it?

Slowly, he turned around, his heart beating wildly.

"R... Rachel?"

**A/N: Um... plot twist?**

**So! Rachel finally shows up in person! And also I finally got to put in the song I named this fic for! **

**(This fic started out as Reason number #253461 that Kate should not listen to the Next to Normal soundtrack right after watching DTMG)**

**(Kate is me)**

**(And yes, Jonah is exactly who you think he is)**

**(Why am I still using parentheses? Oh, well.)**

**(Remember to review~!)**


End file.
